If at First You Don't Succeed
by Ms. Redd
Summary: "Umm, do you think, maybe, he was doing it wrong?" / "F* yeah he was doing it wrong!" / "Santana! Lower your voice!"   Rachel has a problem. Santana proposes a solution.
1. Chapter 1

"Ok, so, what's it like?" A few of the newest glee club members crowded around Santana as one of them spoke quietly, almost desperately. "I mean, what should we, you know, expect?"

Half the club was spread haphazardly throughout the seats of the auditorium as the other half worked with Mike on stage. One of their numbers for sectionals was a mash-up that was split among the group, and Santana had ended up on what she referred to as the A-team. Seriously, she and Rachel on the same side? Talent overload. It almost wasn't fair to their classmates. Especially since the other group had ended up with Finn _and_ Lauren. The A-team had been on stage for a total of five minutes, long enough for Brittany and Mike to teach them the new steps they had just added into the routine then run through it once, almost perfectly. The other group (she hadn't even bothered to give them a name) had been up there for an hour, and they weren't even past the first eight-count. Santana got bored quickly, so she was happy for the welcome distraction that the freshmen provided. Especially since that distraction came in the form of them basically worshipping her.

Santana turned her head slightly to the left when she heard a quiet scoff and saw Rachel's nose wrinkled in what appeared to be disgust. "Back off Broadway. This certainly isn't a conversation for a _virgin_." The younger girls all gasped and backed away from where they knelt in the aisle next to Santana's seat. They were plenty familiar with Santana's reputation, as well as with Rachel's temper. The last thing they wanted was to be caught in the middle of that war, even if it had seemed up to that point that the two girls were something almost resembling friends.

"Ok, first of all," Rachel rolled her eyes as she turned toward Santana in her seat only one over from the other girl, "must you say 'virgin' like it's a dirty word? Because if that's the game we're playing, I can certainly come up with a few names for you." Santana smirked appreciatively. Rachel was a lot more fun when she was feisty.

"Secondly," Rachel continued, "I think maybe you should consult a dictionary, because while that is in fact what I am, you seem a bit confused as to what exactly that word entails." Rachel turned back toward the stage, where her classmates were still fumbling, as if the matter was settled.

Almost choking on the gum she had been chewing distractedly, Santana turned to the three younger girls on her other side. The girls stared up at her wide-eyed, not sure exactly what was going on between the two older members of the club, but aware that the tension level had just risen considerably. "Fresh meat," Santana snapped, "out. Me and Berry gots business to discuss." The girls looked at each other quickly before nodding and darting to the other side of the auditorium.

Santana crossed her arms over her chest and turned back toward Rachel, who still lounged in her seat and watched the stage half-heartedly as if she had not just said something that could practically make the world spin backward. "Ok, _what_?" Santana knew there was no way that she had understood correctly. Seriously, Rachel could not be implying what it seemed that she was implying.

Rachel's response was a simple one-shouldered shrug as she closed her eyes and shook her head at the basic move Lauren had just butchered.

"Seriously Berry, are you telling me that you are down," Santana lifted a hand, palm flat toward Rachel, as she both mentally and physically stopped herself, and shook her head, "or rather, that Finnocence has been _DOWN_?" She stressed the word and lowered her hand to wave over her private areas, as if Rachel wasn't already completely sure of what she was referring to.

Still keeping her eyes on the stage, Rachel shook her head. "Not Finn."

Santana dropped her feet, which had been propped on the back of the seat in front of her, to the floor, and slapped her knees dramatically with her hands. "Excuse me!" The Latina seemed to have perfected Rachel's over-the-top stage whisper. "I thought you and St. JackAss didn't do the dirty. I mean really, if that's the case, what's with the shit flyin' all over the place when you found out I had a go with Finn?" Santana paused and a look of something like admiration grew over her features. "Seriously Berry, didn't know you had it in you. Literally."

Rachel finally gave Santana her full attention. "Again," she huffed, "while you're looking up the definition of 'virgin,' go ahead and look up 'sexual intercourse.'"

Santana covered her mouth so that the auditorium wouldn't echo with her laugh. "Ok, so you and Curly-Q didn't do the deed … didn't go all the way, right?" She watched with a smirk as Rachel shook her head. "But he _did_ get a taste of Berry juice?"

"Oh Santana," Rachel groaned and buried her face in her hand. "Must you be so vulgar?"

"Is that a yes?"

"Fine. If we must have this conversation, yes. It's a yes."

Drawing one leg up into the seat under her, Santana turned just a little more so that she and Rachel were squarely face-to-face. Wide-eyed and honestly curious, she leaned forward to close the gap across the empty seat between them as she continued. "So, if you're no stranger to the art of dining in, what's with the snotty, 'I think I might throw up' face when the newbies asked me about it?"

Shrugging and picking at her nails, Rachel avoided eye contact with Santana as she spoke. "I just don't see the big deal." When she finally lifted her eyes from her hands to the other girl's face, she saw Santana's mouth open and an incredulous look in her eyes. Knowing that she wouldn't be able to just leave it at that, not as long as Santana was around, Rachel continued. "I mean, it's sloppy and awkward and to be honest, kind of uncomfortable. I really didn't like it very much. At all."

If Rachel had sent the world spinning backward with her confession that she had in fact received oral (from Jesse St. James, no less), the admission that she didn't enjoy it had brought it to a screeching halt. Seriously? How was that even _possible_? "You … you _didn't like _it?"

Rachel would have laughed at the look on Santana's face if it hadn't made her feel so completely self-conscious and almost ashamed. She lowered her eyes and began picking at her nails again. "No. Why? Is it just me?" Santana didn't respond, so after a while Rachel snuck a peek at her face. The look there told her that she was definitely the only one Santana had ever heard complain. "Umm, do you think, maybe, he was doing it wrong?"

"Fuck yeah he was doing it wrong!"

"Santana! Lower your voice!" Rachel hissed at her, but it was too late. Seemingly coming out of nowhere, Puck grabbed the back of the seat between the two girls and used the leverage to launch himself over the chair and into it. _(Yeah, Puck was on the A-team. That shit was so stacked.)_

Dropping one arm over the back of each girl's seat, Puck turned to smirk at Rachel. "So, wha'd Finnessa do this time, and how does the Puckerone make it right?" It was kind of generally accepted that when something went wrong, especially when Rachel was involved, it got blamed on Finn. Even he stopped fighting it after that whole breaking her nose thing. As often as not Finn turned out to be innocent of whatever the charge was, but it had become a bit of a running joke within the club. And since Finn was, at that time, on the stage attempting to dance, Puck was only half joking.

Huffing and shooting an angry glance toward Santana, Rachel addressed Puck. "Noah, Finn didn't do anything." She rolled her eyes at his smirk. "And this is certainly not something I need your help with."

"Well, actually …" Santana began, only to be quickly cut off when Rachel jumped out of her seat and crossed over Puck's legs to stand directly in front of her.

"Santana! A word?" Rachel wrapped her fingers around one of the shoulder straps of Santana's Cheerio uniform and tugged, hard. Puck stared with wide eyes as the Latina almost flew out of her seat and Rachel stomped up the aisle toward the back of the auditorium, dragging Santana behind her. "Do you mind if I ask," Rachel hissed, once they were in the hall and away from the prying eyes and ears of the glee club, "just what the _hell _you think you are doing?"

"What, dwarf?" Santana studied her nails uninterestedly as she answered what she found to be a stupid question. "You have a problem. Puckerman offered to fix that problem. And I gotta say, he wouldn't be the worst guy for the job."

"Ok, first of all," Rachel lowered her voice even more and looked around her as if she expected someone to pop up at any second to listen to their conversation, "I never said I had a _problem_."

"Oh, you got a problem." Santana chuckled almost humorlessly and crossed her arms over her chest.

Rachel mimicked Santana's stance and leaned in closer to the other girl so that their noses were nearly touching, "Well Santana, unlike _some people_ I know, I don't make those activities a part of my daily routine even though I don't have a significant other or even a serious crush at the moment." Rachel took a half step back, restoring a portion of Santana's personal space. "And secondly, even if I did see this as a 'problem,' as you are so fond of calling it, Noah is hardly the person to help me with it."

Santana shifted her weight back and onto one foot, jutting out a hip and resting a hand on it as her other hand rose in the air and she peered over Rachel's shoulder as if she were speaking to someone behind her. "Objection!" Rachel only rolled her eyes at the other girl's dramatics. "Rebuttal A: I call bullshit. No boyfriend, ok. No serious crush? What the fuck ever. You think I don't see your 'I wanna have your mohawked Jewish babies' looks every time Puckerman picks up that guitar and croons out some classic rock," Santana curled her lip and wrinkled her nose in apparent disgust before speaking the next words, "or even _country _number? Yeah, good try." Rachel's face glowed, but she didn't try to argue. "And rebuttal B: as for Puck not being the right man for the job? Well, see rebuttal A." Rachel huffed and began to spin on her heel, stopped by Santana's hand clutched tightly around her bicep. "_And_," Santana continued, regaining Rachel's attention in spite of the girl's best attempts to storm off, "you really couldn't ask for a better guide on the road to true oral happiness." Santana dropped her hand from Rachel's arm and shrugged indifferently. "You know, if you're into that sorta thing."

"Men?"

"Yeah." So yeah, Santana wasn't exactly _out_, but there had come a time over the summer when the secret became too much for her to carry alone and she just had to share it with someone other than Brittany. And while she and Rachel were nothing close to best friends, Berry had been the obvious choice for a few reasons, the whole 'two dads' thing not actually being the biggest. That honor went to the fact that Rachel was super loyal and kind of scary. She was the only person Santana knew who could intimidate someone twice her size without any physical force or even the use of a single curse word. Anyone who could reduce Santana to tears with one serious tongue-lashing was definitely someone she wanted fighting with her and not against her. So far, Rachel hadn't disappointed. Any time Rachel was around, Santana felt more than comfortable in the knowledge that she didn't have to worry about being the center of attention in any way that she didn't want. And surprisingly enough, that had very little to do with Rachel's own desire to be in the spotlight and much more to do with her desire to protect someone who trusted her.

Santana's voice took on a low, serious tone as she released her grip on Rachel's arm. "Look Berry, all I'm saying is, if you want to take care of St. Douchebag's obvious misinterpretation of something completely awesome, you really don't need to look any farther than glee club's own resident badass. For more reasons than one."

Over the conversation and starting to get bored again, Santana turned and sashayed back into the auditorium, leaving a dumbfounded Rachel behind.

~.~

For the remainder of the week after her somewhat disturbing conversation with Santana during rehearsal, Rachel spent what felt like every free moment trying to keep her mind off that conversation. She couldn't even pretend that she had been successful when she looked back over her notes from the previous few days, finding very little information to help her with her upcoming chemistry test or English paper and quite a few song lyrics instead. And she didn't think it was completely insignificant that most of those lyrics, while Broadway hits, were quite _intimate_ and far removed from her usual repertoire (_'Touch Me,' really? Get it together, Rachel. Yeah, 'Spring Awakening' was a great show, but a bit racy to be thinking about this much, especially in school._).

The good news was, it was Friday and she was headed to English, her last class of the day and one she could pretty much skate through even with the distraction. The bad news was, going to English meant actually having to see that distraction in person. And her English teacher was a second-year teacher in her mid-twenties who, in an apparent attempt to both get on her students' good sides and actually do the whole 'I'll treat you like an adult as long as you act like an adult' thing, allowed them to choose their own seats in the class. She had given them this spiel in the beginning of the year about how she trusted them to act like the mature adults that they were about to be and that meant they didn't need her to choose their seats any more than they needed their moms to pick out their clothes in the morning. It was a total guilt trip move on her part, but for the most part it worked. The students appreciated the vote of confidence and didn't want to let her down. Normally Rachel was as grateful for that confidence as anyone else, but today it meant Puck sauntered into class with a smirk and dropped into the chair next to her, even though there was an empty one on the other side of the room next to the Cheerio she had seen flirting with him the day before.

"Ready to let me in on your dirty little secret yet?" Puck rested his elbows and forearms on the top of the two-person table and leaned so that he was only a few inches from Rachel's ear and spoke lowly.

Rachel's face glowed at his words. Had he heard more than he let on that day? Worse, had Santana told him everything, mocking her? And what, had he just been carrying around this information about her for the past three days, waiting to use it against her? There were an endless number of possibilities as to what might happen if this were the case. None of those possibilities were anything Rachel wanted to consider.

"Relax Berry," Puck sat back in his chair and chuckled, not missing the blush spreading across Rachel's cheeks and even down her neck and to the hint of cleavage at the top of her blouse. "I'm just guessin'. I mean, Santana was involved, after all. And that girl's nothin' if not dirty." He smiled when he saw her color starting to fade back to a normal shade, but leaned even a little closer than before and lowered his voice to a husky near-growl. He wasn't done having fun just yet. "But ya know, if ya wanna share, I'm great with dirty secrets. Mine tend not to be so _little _though." He quirked an eyebrow at her mischievously and watched not only as her blush grew deeper than before, but as she gasped quietly and moved her chair a little farther away from him as well.

Rachel spent the next 90 minutes trying desperately, and unsuccessfully, not only to forget about what Santana had said to her days before, but also to ignore that Puck was sitting right next to her and shooting occasional glances her way or tugging randomly at errant curls falling over her shoulder. Since that obviously wasn't working, she threw herself into her coursework with a rigor absolutely unnecessary for a subject she had basically mastered long ago. She more than made up for her lack of note-taking over the previous three days by filling up her notebook with even the most menial details of the story. (Really, it was 'The Crucible.' People being singled out and persecuted for not fitting in with their society? Yeah, she didn't need a teacher to explain that.)

Yet somehow, in the midst of all that academia, Rachel's mind still had time to consider Santana's arguments. Of course, having Puck less than a foot away from her during that time probably made it easier to think about that particular conversation. The more she thought about it, the more she wondered if maybe Santana was right. Since Santana had pointed it out, Rachel had finally allowed herself to admit that maybe she did look at Puck a little differently than she looked at, well, anyone. And ok, maybe that was because of more than just his musical talent. Then as she thought a bit more, it occurred to her that since she'd already done … _that_ … once, with someone who ended up being nothing more than a horrible ruse, what would it really hurt if she did it again? Especially if this time it was with someone who she could at least trust to still be her friend, or whatever exactly he was at the moment, afterward.

Rachel tried to stop those thoughts, tried to keep her mind and her hormones from running away with the rest of her. It didn't work. By the end of class, though she had miraculously managed to take enough notes to help even Brittany pass a test on 'The Crucible,' she had also managed to make a decision. She was going to take Santana's advice. It really didn't seem right that her only sexual experience to date had been disappointing. And if that whole thing really was as pleasurable as Santana had tried to convince her it was, it was only fair that Rachel get to experience it the right way. So when the bell rang and Puck lazily started to gather his belongings into his backpack, Rachel hung back instead of rushing out the door to try to get to her car and out of the parking lot before the traffic became horrendous, as she usually did.

"What's up Berry?" Puck was surprised to see Rachel still standing behind her chair when he finally stood to make his way toward the locker room. So he wasn't in a hurry to go spend two hours running around with a bunch of sweaty guys. Sue him. He much preferred game weeks to this bye-week bullshit. You might think that having a bye in the middle of the season would be a break, but not with a coach like Beiste. At least in a game, there was a point behind it all. Two straight weeks of just practice without getting to really run over some guy on the way to the endzone sucked. (Coach asked them not to hit quite as hard during practice as they would during a game. She wasn't too happy when Azimio _accidentally_ ended up with a dislocated shoulder on the same day that Rachel had to use her emergency slushie clothes for the first time senior year. So what if the quarterback and the halfback don't normally do much hitting, it's not illegal, right?)

Suddenly, when faced with the golden opportunity to ask Puck for his help, Rachel felt that she was going to lose her nerve. "You were wrong, you know." She silently berated herself. That was not at all what she had wanted to say.

"Scuse me?" Puck looked down at the tiny girl at his side in mock annoyance, finally smiling at her when she began to look distressed. "I mean, I don't doubt it, but what are we talking about here? Specifically, I mean."

"Tuesday, in the auditorium. You asked what Finn messed up. You were wrong. We weren't talking about Finn." Rachel walked quickly to keep up with Puck's much longer strides as they headed toward the locker room. Either she didn't realize, or she didn't care, that she was walking in the opposite direction of her car.

Puck rolled his eyes and growled a little. "Geez Berry. It's a joke. Finn doesn't even care as much as you apparently do. He knows he's like, the resident whipping boy or some shit. Just like I'm the resident jd." He saw the anger flash through her eyes when he referred to himself as a juvenile delinquent and threw an arm over her shoulder to try to calm her. "But babe, I'm not, not anymore anyway. That's the thing. You guys in glee are the only people in the world who can get away with sayin' that shit. 'Cause you loooove me." He slipped his arm up over her shoulder and hooked it back toward himself so that he caught her neck in the crook of his elbow and pulled her toward him, much the way he did to his sister. "It's the same with Finn. We just give him a hard time, it doesn't mean anything and he knows that." He released his hold on her neck and dropped his arm so that his hand rested on her hip.

Rachel found herself becoming distracted by the feel of his fingers pressing gently into her side as she walked. She had almost forgotten everything she needed to say, content to just keep walking with him touching her like that, but his hand shifted as they turned a corner together and her shirt slipped up, allowing his fingers to brush across her bare hip. The jolt of electricity she felt when it happened reminded her of exactly what she needed to say and renewed her determination to say it. "Anyway," she stopped walking abruptly so that his arm tightened around her waist and she jerked forward slightly when he kept walking. She waited for him to turn and look at her before she continued. "While it is nice to know that you see glee as the close-knit family I always knew we could be if we just all set our differences aside, that's not really why I brought it up."

Puck couldn't keep his eyes from finding the ceiling when she started in with all that family noise. He wasn't sure he would go quite that far, but he knew it meant a lot to Rachel to see it that way, so he didn't want to ruin that for her. After giving himself a beat to make sure he had cleared any sign of amusement or annoyance from his face, he lowered his eyes to meet hers, waiting for her to continue.

Rachel twisted her fingers together in front of her, avoiding Puck's eyes. All the determination and courage she had built up during English had dissipated somewhere between the classroom and where they now stood 10 feet from the boys' locker room door. It wasn't that she no longer wanted his help; she absolutely wanted it. It was just that she had absolutely no idea how to go about making it happen. "Umm, that thing Santana and I were talking about," she began, tentatively, "like I said, Finn wasn't the one who messed it up. Jesse was."

Puck's eyes narrowed and he unconsciously took a step toward Rachel, bringing their bodies only inches from one another almost as if to shield her when she mentioned Jesse. He still wasn't happy that St. Asswipe (he loved coming up with new names for that guy) had basically gotten off scot free after that little stunt he pulled sophomore year. He wanted to kick the guy's ass then for messing with Rachel, and he wanted it even more now that he was somehow _still_ messing with her.

Rachel continued, gathering courage with every word, "But I was kind of, umm, hoping that you," she finally lifted her eyes to meet his and saw him watching her curiously, his brows furrowed in a combination of confusion and frustration, "well, that you could, maybe, help me out. Maybe you could fix what he messed up."

"I don't know Berry, first you're gonna have to tell me what it was."

"Ok, see, so, as I'm sure you know, _everyone_ seems to know, I am a virgin." Puck visibly flinched at Rachel's words, taking a step back and breaking all contact with her body. Any kind of problem that included Rachel, Jesse, and anything to do with sex could not be good. He gritted his teeth and nodded for her to continue. "But even though I'm a virgin, that doesn't mean I'm completely … _untouched._"

Puck took another step backward, feeling almost like the wind had been knocked out of him. Was she seriously saying what he thought she was? "Look Berry, this coy bullshit has gotta stop. You got something to say, just spit it out. You never been at a loss for words before. And I got places to be." He jerked his head toward the locker room behind him. Rachel didn't need to know that unless this conversation picked up like, asap, the locker room would be the last place he was headed. If the next words out of her mouth were not, _'He didn't make me do anything I didn't want to do,'_ she would be left staring at a puff of smoke and his disappearing back. He knew Jesse hadn't gone farther than Carmel after Rachel dumped his ass in New York the previous spring. In his current state of mind, he could make that drive in 30 minutes, max.

"Right, I'm sorry. I don't mean to waste your time." Rachel took a deep breath before the words started pouring out of her, tumbling out one on top of the other. "Sophomore year, back when I was dating Jesse, back when Finn and Santana, _you know_, I didn't have sex with Jesse. I said I did, but I didn't. I tried to, but once we got started, I just couldn't follow through. I wasn't ready. But then afterward, once I'd told him no, that I couldn't have sex with him, he just kept pouting, and he seemed so hurt, like he didn't believe I really cared about him. I wasn't ready to go all the way, but I did care about him! I had to prove it to him, so when he suggested we try something different, something not quite so … absolute, I went along with it. I-I let him perform oral sex on me." Rachel took a break, sucking in a mouthful of air to replace the one huge breath she had just let out with her monologue. She had never had a hard time talking, but she was sure even she had never spoken so quickly in her life. Ignoring the look on Puck's face that told her he was only seconds away from storming straight out of the school and hurting someone, preferably her ex-boyfriend, Rachel pushed aside the burning in her lungs and continued with the rest of her speech.

"The problem, other than my obvious lapse in judgment in letting such a hurtful, insincere person get near me in that way, is that the experience was not an enjoyable one." Rachel continued rambling, again ignoring the emotion visible on Puck's face, which had changed from anger to incredulity. "So in the auditorium the other day when the freshman girls were asking Santana what that particular act is like, I must have involuntarily displayed my distaste for it. Santana informed me that it is quite unusual for a female not to enjoy that sort of … attention … and that Jesse must have been doing something incorrectly. That's when you joined us. When I talked to her privately, Santana suggested that maybe you could help give me a new perspective."

Puck could say nothing. His jaw was slack and he felt like the wind had been knocked out of him. Some twisted part of his brain was screaming at him that Rachel Berry had just asked him to go down on her. But he knew that was wrong. He knew that didn't happen, would never happen. Right?

Rachel had finally managed to slow both her heart rate and her breathing, hoping that her words would follow suit. "I know I may be out of line asking for such a thing," her hand lifted to tuck a strand of hair behind her ear shyly. "It is a huge favor, after all. I know that."

Puck's hand flew up, snatching Rachel's wrist as it lowered from her face and startling her. He used his grip on her arm to pull her closer to him, smirking the whole time. "Babe, this ain't no favor."

~.~

"So Puck, you in?" Mike pushed Artie out of the locker room, looking over his shoulder to where Puck and Finn followed closely behind. Although he ended up basically functioning as a glorified water boy, Beiste had kept Artie on the team. Their 'battering ram' plan had a few flaws in it, which meant that Artie usually only saw the gridiron in the fourth quarter when the Titans had a convincing lead (which had actually happened a few times, to everyone's surprise), but Beiste didn't have it in her to cut the boy.

"Huh?" Puck's head flew up and he furrowed his brows in confusion as his eyes met Mike's. To say that he had been distracted throughout practice was an understatement (the two tackles by that idiot Wallace and that ridiculous fumble were proof of that).

Things didn't get any easier for Puck once the rest of the team cleared out and only the glee guys were left in the locker room. Mike had started talking about his and Tina's homecoming plans, which led to Artie pointing out that he was going with Brittany, but not exactly as a date, since apparently Santana was tagging along. From there, Artie and Mike questioned Puck and Finn about their plans, and, since they had none, suggested that maybe they should group up and go with Rachel and Mercedes, and maybe even Kurt and Blaine. Puck was just about to shoot down the idea, pointing out that Finn and Rachel's semi-recent ex situation (when weren't they in a semi-recent ex situation?) could make for a very tense evening, when Finn had to open his big ass mouth. Apparently, Frankenteen thought it was a great idea, as long as they kept Quinn out of the mix. According to the quarterback, he could only handle one ex-girlfriend at a time, and since Rachel was the nicer one, and they were finally truly friends with no intentions of anything more happening, she was obviously his first pick. The thought of going to homecoming with Rachel, even as part of a group, in some fancy (preferably clingy) dress with her hair and make-up all done, combined with the memory of the 'favor' she had asked of him a couple hours before was too much for Puck's tired mind to handle. He hadn't heard a word any of his friends had said for the past several minutes.

Artie rolled his eyes and repeated the conversation he had just had with Mike and Finn. "Dude, sick ass Halo marathon, my house, tomorrow. You in? I got booze!" He raised a fist into the air and pumped it a few times.

"Sorry guys," Puck stopped a few feet outside the locker room, ready to turn and exit to the side parking lot where his truck was waiting, "I got plans tomorrow."

"Plans? On a Saturday?" Finn legit looked like he was about to pout. "But, it's Halo!" Puck rolled his eyes. "Are your plans better than Halo?"

Puck smirked up at his friend. "Yeah man, gotta say they are." He clapped Finn on the shoulder and fist bumped Artie and Mike before the other three boys headed toward the front exit and their own cars.

"So, these mystery plans," Puck heard the voice behind him and clenched his fists a little at his sides, "do they include eating out?"

Puck turned on his heel and watched as Santana pushed off the row of lockers she had been leaning against while the group of football players exited the locker room. "Geez Satan, you tryin' to give me a heart attack?"

"Oh, sorry," the girl said with half-sincerity, "thought you saw me here."

"I did. Those life preservers," his eyes shifted almost imperceptibly down to her chest for just a second before he continued, "are impossible to miss," Puck snorted. "S'not what I was talking about." He took a step closer to her as she stopped advancing toward him and tilted her head to the side. "I'm talkin' bout that little stunt with Berry. What the fuck were you thinkin'?"

"I was _thinkin,_" she lifted her eyebrows and spat the words at him in a mocking tone, "that the midget got seriously screwed by St. Suckface, and not in the good way. That girl needs someone who knows what he's doing to show her what that shit's 'sposed to feel like. And, much as it pains me to say this, and I swear to God if you tell anyone I said it I'll make sure your tongue is the _only_ appendage you have left to please a woman," Puck chuckled at her threat, "you definitely know what you're doing."

"K, so you just offer me up on a silver platter?" Puck crossed his arms over his chest and tried to look imposing. It was difficult since he could barely hide his anticipation at the prospect of what was waiting for him in less than 24 hours.

"Oh, _come on!_" Santana's hands flew off her hips and into the air above her head. "You should be kissing my feet right now or some shit." She saw Puck open his mouth to respond, so she cut him off quickly. "Do you two really think the rest of us are that blind and stupid?" Again, she saw his eyebrow quirk and his mouth move as he prepared to reply with a sarcastic remark. "Ok," she waved a hand in slight resignation, "so maybe most of the rest of them are. But I'm not. Don't think I don't see you drooling over her legs every time she dances in those tiny, hideous things she calls skirts."

Puck was finally able to get a word in before she could cut him off. "Girl's got a hell of a pair of legs, San. You'd have to be blind not to notice _that_." He smirked, thinking he had cut the legs out from under her argument. _(Dammit, now he's got legs on the brain.)_

"Maybe. But it's more than that. I know this whole Jew-singer thing you got goin' on started with her. And I'm pretty sure she's also the reason you didn't give it up a long ass time ago. C'mon, I know it's killing you not to be able to sing some Buckcherry. 'Crazy Bitch?' Right up your alley." She lowered both hands back to her hips and narrowed her eyes, smirking dangerously at him. "Although, I guess that one works for Berry too, huh?"

Puck started to respond, wanting to lay into her for essentially calling Rachel a 'crazy bitch' (so he didn't want Santana calling her names, friends defend each other, right?), but as his mind went past the title and on to the actual lyrics of the song, his mouth went dry. He was definitely wandering into dangerous territory.

"Told ya." Santana lifted a hand to point a finger accusingly at Puck's eyes, which were now slightly glazed. "Don't worry. I'll find some way for you to make it up to me."

~.~

Rachel buzzed around her living room, fluffing the couch's throw pillows for probably the twentieth time that day. A voice in the back of her mind kept telling her that Noah probably wouldn't even be seeing her living room (no way was she letting anything … impure … happen on her dads' couch), but nothing could stop her from being the perennial hostess. Besides, she couldn't spend another second in her bedroom.

After Puck had enthusiastically agreed to help Rachel with her issue, as she liked to call it, he had tried to come home with her right then. She refused, stating adamantly that she would not be a disruption to his everyday life. He was supposed to be at football practice, so he would go to football practice. She also had her own practical motives for wanting to put him off for a day. To start with, her dads left early Saturday morning to go visit friends in Columbus until Sunday evening. While she didn't expect Puck's little visit to take all that long (Jesse's certainly hadn't), she was much more comfortable knowing that she had the house completely to herself for a full day. Secondly, and probably more importantly, Rachel needed time to prepare. She wasn't even sure exactly what she should do to prepare for this type of visit, but she knew that letting Puck accompany her straight home from school was not an option.

Rachel had tried to spend the evening with her fathers as normally as possible. They ate dinner as a family then sat down to watch Fringe together as they always did on Fridays. She worked to keep up with their small talk, answering their questions as best she could with her mind somewhere else. When they finally kissed her head and retired to their room to finish getting ready for their weekend trip and read themselves to sleep as they did every night, Rachel disappeared behind the locked door of her bedroom and then slipped into her bathroom, locking it as well. Rachel had a standing appointment at a day spa/salon in town for a regular bikini wax because it was just much easier and more comfortable with her many dance outfits. But she was by no means a Brazilian girl. So, because she decided it was the courteous thing to do where Puck was concerned, she pulled out the personal trimmer and did a little grooming. In the shower later, as her soapy hands ran over her body and dipped into the newly trimmed area, she felt an unfamiliar jolt and goosebumps popped up over her arms. She decided that she was very glad she was such a thoughtful person and had wanted to make this as comfortable for her friend as possible.

Finally hearing her dads moving around at 6:30 Saturday morning, Rachel got out of bed. She had barely slept at all, forcing herself to go to bed when she got out of the shower. She had tossed and turned, drifting in and out of a fitful sleep, for several hours before eventually waking up for good a little before five. Not wanting to arouse suspicion by being up so early on a Saturday, she continued to lie in her bed until she heard them in the kitchen. Rachel finally made her way down the stairs and pretended to be up because she wanted to see her dads off. It was only a one-night trip, nothing really, but they seemed to accept her explanation.

Finally alone, Rachel ran up the stairs to start getting her room ready. She stripped the bed and changed the sheets to the nicest, most comfortable ones she had (all the while knowing without a doubt that she would just change them again the minute Puck was gone). She tidied up until the room was spotless, even going so far as to put away a few stuffed animals and some pictures that she feared made her seem immature. She didn't want to project the image that she was anything less than a mature, confident woman, even if that wasn't entirely true, especially the confident part.

After two hours she decided that the room was ready. Short of a home makeover, there was nothing more that could be done. She could no longer put off the part that she had been dreading: the closet. The first thing she put on was the black halter dress that Kurt had picked out for her sophomore year, but she shed it within seconds of seeing herself in her full-length mirror. Not only was it weird to be wearing a dress that she had originally worn to impress Finn, it just didn't feel right. That dress just wasn't _her_. It was too much. With that in mind, she pushed past that ridiculous Brittney Spears get-up as well. She pulled out one of her normal school outfits but decided that if the black dress was too much, her everyday clothes weren't enough. Finally she landed on a compromise. She would wear one of her regular skirts, a brown one that hugged her hips and fell just inches below her butt (she hadn't missed the way his eyes lingered on her legs when she wore those skirts), with a thin, fitted pink tank top. Those tank tops were usually reserved to be worn only for lounging around the house or under sweaters, but she decided that the way her breasts looked in that top, combined with her favorite lacy push-up bra, was just what she was going for.

So nearly six hours after getting out of bed, Rachel was in her living room, wiping non-existent dust off the coffee table for the umpteenth time, when her doorbell rang. The way she nearly jumped out of her skin at the sound, any observer would have thought that she lived on a desert island with no contact with the outside world. Instead she was in a quiet subdivision in Lima, OH, waiting for one of her friends. She made her way to the front door, her hands shaking as they smoothed imaginary wrinkles out of her skirt. When she opened the door, her breath caught in her throat. Although she was expecting him, she somehow wasn't ready for the sight of Puck on her front porch, hands stuffed into the pockets of his jeans and an anxious smile on his face.

"Noah," she hoped he didn't hear the way her voice shook with just that one simple word, "please, come in." She turned to open the door wide enough to let him through, almost hugging the door in the process. Standing in her foyer, he turned to watch her with an expression she couldn't quite place. It wasn't his normal, cocky smirk. It looked like an actual, honest-to-God smile, and that thing in his eyes, whatever it was, wasn't mocking or mischievous, or anything like it. "Umm," she started as she turned her back to him to close the door, "I don't … I'm not sure …"

She had no idea how to say whatever it was she was supposed to say next, but it didn't matter, because as she turned back toward her guest, hands wringing nervously in front of her chest, Puck was only inches from her. Before she could open her mouth to say another word, it was covered, trapped by his lips pressing against her own. She tried to respond, to even think, but it was useless because one of his hands sunk into her hair and held her lips tight to his while the other landed on the small of her back and pulled her body against him.

"Don't needa talk, baby," Puck whispered hoarsely when he pulled back to take a deep breath. He thought he saw her open her mouth to respond, so he moved his own to her ear, tugging slightly with his teeth before continuing. "Upstairs?" This time she didn't even try to answer, nodding and turning her hands, which had been trapped between their bodies, to push him back toward the stairs. His grip on her didn't loosen, so as he moved toward the stairs he dragged her along with him. When he reached the bottom step, his hands slid down her body and he bent to hook them behind her knees, lifting her easily so that her thighs rested atop his hips.

Instinctively, Rachel wrapped her arms tightly around Puck's neck and her legs moved to wind around his waist, ankles crossed at the small of his back. He turned to walk up the stairs to her bedroom and as he climbed she attached her mouth to his jaw. She heard him moan and as her body slipped, sliding just a bit lower, she felt his already obvious arousal. Starting to truly understand what he had meant the previous day when he said he wasn't doing her a favor, Rachel hoped that she wasn't getting herself into more than she was ready for. She knew how selfish it was to ask for something like this and not give anything in return, but she still wasn't ready to have sex, especially since he wasn't even her boyfriend.

When he found himself standing in Rachel Berry's bedroom, with Rachel Berry herself literally wrapped around his body, Puck stopped at the foot of her bed and pulled his head back until he broke the connection between her mouth and the underside of his jaw. "Last chance to back out babe, sure ya wanna do this?" He knew what he wanted her answer to be. And he certainly knew what his own answer would be if she asked him the same question. But he wanted to hear her answer, to hear her tell him that he wasn't doing anything she didn't want.

"Positive."

Damn straight. That was the green light he needed, and he wouldn't wait to be told twice. Keeping one hand flat on her back, he leaned forward onto the bed and used his free hand to support their weight as he lowered them until her back hit the mattress. Puck felt Rachel's legs start to loosen around his waist, and he almost stood back up so that she would keep her body pressed against his. He knew he was there for her, but he loved the way she felt against him and he couldn't help the way his body reacted to her.

When Rachel was solidly on the bed and Puck's hands had moved next to her shoulders, boxing her down onto the mattress, she wiggled her way up until her head was on the pillows and he could fit his long legs onto the bed. She had to make a concentrated effort to control her breathing as she watched him above her, moving up the bed until his eyes looked straight down into hers and his hands rested on either side of her head. Then she actually had to hold her breath as he bent his arms, slowly lowering himself until his forearms were flat on the bed and his body rested atop hers, all the while never breaking the contact between their eyes. She could feel his weight on her, solid but not crushing. She must have been a little lost, because she didn't realize his hands were moving until his fingers were working their way into her hair.

Rachel felt sure she should say something, anything. After all, she was Rachel Berry, and she always had something to say. Until now. There were no words in her vast vocabulary that she could get to come out of her mouth when Puck's grip on her hair grew just a little tighter and his lips closed around her earlobe, his tongue flicking lightly at the small gold hoop that hung there. So instead, her body picked up where her mind had left off, her hands moving to his shoulders and gripping for dear life.

A thought crossed Puck's mind – it was a small, simple thought, but it was one that sent his mind and his body into overdrive. See, it occurred to him that while this was probably the least he had heard Rachel talk, well, _ever_, she was far from silent. All her $5 words had been replaced by these soft whimpers and moans that seemed to come from somewhere deep inside her throat or her chest or … _fuck_. He just noticed her chest. And ok, so her boobs weren't the biggest he had ever seen, but they were freakin' gorgeous. And what the hell was she wearing, exactly? Rachel Berry didn't typically do tight, strappy tank tops, and was that … _lace_ … sticking up just a little from the top? Dragging his teeth down her earlobe one last time, he began placing light kisses across the underside of her jaw then down the column of her throat, occasionally letting his tongue flit out and across her skin. And yes, he definitely noticed the way her head fell back and her throat vibrated just a little with a quiet moan when his mouth touched the soft skin just under her chin.

When he finally reached the base of her neck and let his tongue dip into the hollow there, Puck slid his hands out of her hair, over her shoulders, and down her sides. As his hands traveled southward, his thumbs reached out to brush over her breasts. He could feel the lace of her bra through her thin top as his thumbs moved upward from her ribcage, but the rough texture was instantly replaced by the small peaks he felt when he brushed over her nipples. Unable to help himself, he let his teeth graze across Rachel's collarbone before softly tracing the same spot with his lips and letting his hands continue their trek.

Puck thought he heard her whine a little when his hands slid off her breasts to move gently down her sides and over her hips. He smirked to himself as his mouth continued to make its way across her shoulder. If she thought that was good, just wait until she felt what he would do with his hands next. When those same hands worked their way past the hem of her skirt and hit her bare thighs, they stopped, his fingers digging into her flesh just enough to remind her he was there. He had managed to taste probably every square inch of skin between her neck and her right shoulder (and yeah, her skin tasted damn good) and was nudging the straps of both her bra and her tank top off her shoulder with his nose when he let his hands move again, this time back up her legs and under that tease of a skirt.

When the straps were drooping off Rachel's shoulder, Puck kissed his way down the path that they had previously occupied. He glanced up at her when he reached the top of her bra, but she was not looking back at him. Her head was twisted to the side, her eyes screwed shut tightly and her mouth slightly open to let out the shallow pants that had replaced her normal breathing. Quite satisfied that, so far, he was doing his job well, he took the deep purple lace of her bra, an even larger strip of which was now peeking out of her top, between his teeth and began to pull it down. At the same time, his hands had again reached her hips; but this time, something didn't seem quite right.

Shocked, Puck released the fabric from between his teeth and pressed his hands, still under her skirt, into the mattress for leverage as he lifted himself off her by just a few inches. "What the hell? Rach, where are … You're not …" he started, peering down into her eyes, which had come back to his face when he broke the contact between their bodies.

"I didn't see the point," Rachel shrugged her shoulders and spoke almost matter-of-factly. "It's not like I need panties for the kind of activities we are engaging in, and it would have just made for more laundry as I would have inevitably put on clean ones as soon as you leave." If she noticed the way his eyes narrowed or the way his chest tightened as he gulped heavily, she didn't let on. "Besides," her face grew pink with embarrassment, although it seemed odd that she could possibly say anything to be embarrassed about at that moment, "I don't exactly have any, _alluring,_ undergarments. I hope … I mean, is it bad? I didn't ruin the moment did I?"

"Are you fucking kidding me?" He barely choked out the words, because, really, all he wanted to do was grab her again and have his way with her. But this was Rachel he was dealing with here, and he knew that wasn't what she needed. Not like that, anyway. "Shit's awesome. I mean really. Hot. As. Hell." He watched as her face grew a slightly deeper shade of pink, and he could tell by the way her lips twitched that she wanted to say something. It didn't make him awful if he would rather listen to those little noises she was making before than all her words, right? So he stopped her before she could even get started.

Rachel wanted to question him, she wanted to make sure that he wasn't just placating her. She didn't get it. It didn't make any sense that her lack of undergarments could really be that enticing. But before she had a chance to tell him that she would much prefer honesty to patronizing comments, his teeth were again tugging on her bra and his hands had slid to the front of her hips, twisting a little so that his thumbs ran almost lazily over the creases at the tops of her thighs. She drew in a sharp breath when he succeeded in revealing her right breast, instantly using his tongue to trace a path straight up from the underside of her breast to her nipple. And she tried, she really did, to control the sound that came out when, after spending a moment sliding his tongue over and around her nipple, Puck closed his mouth over it and sucked lightly. She thought she felt him smirk against her skin when the moan, or whimper, or _whatever_ that was, slipped out.

And that smirk was why, only seconds later, she didn't even try to fight her sigh when his hands began to move under her skirt. Puck's left hand trailed down the top of her thigh, his fingertips tracing over her skin with a feather-light touch. His right hand moved off her leg altogether, moving over her center and forcing her legs open just a little wider. His thumb and pinky kept contact with the inside of each of her thighs and his middle finger slid gently down her slit, starting at the top and not stopping until he had reached her entrance. It was Rachel's turn to smirk when his mouth discontinued the attention it had been lavishing on her right breast and he let out a low, deep moan of his own.

Puck, who had never had any problems with being premature, began to get a little worried that he wouldn't be able to hang on long enough to give Rachel what she needed when he felt how wet she was. He wasn't 100% sure why that got to him so much, but he figured it had something to do with the fact that he had only just started touching her and yet he was already able to have that effect on her. It was beyond awesome that he could make her need him so much by doing so little. More than a little eager to see what else he could do to her, he pressed his tongue flat against her skin as he moved his mouth from her right breast and toward the left one, wanting to give it the same attention. At the same time, he dipped his left hand to the back of her right knee and tugged gently, spreading her legs wider and settling himself between them to hook her calf over his hip.

Rachel thought that she may just be losing her mind. Just when she thought she was getting acclimated to one of the many sensations that Puck was causing with his mouth or his hands, he changed things. When she began to get used to feeling the moist warmth of his mouth on her chest, he moved it to her ear. When the way his fingers ghosted over the sensitive skin at the back of her knee finally stopped tickling, he increased the pressure and slid his hand up the back of her thigh until it firmly cupped her butt. And when his other finger stopped teasing around her entrance and worked between her folds to slide up toward her stomach, she couldn't take it anymore; she allowed her body to melt into the mattress beneath her and her fingers to grab firmly onto his shirt.

"God baby, you really did need this didn't you?" He spoke quietly, almost reverently. "D'ya know how wet you are? Do you know how _**hot**_ that is?"

Puck's voice worked to bring her out of her stupor and back to the matter at hand (the _hand_ part being the problem). "Noah," she began, a bit breathless, "you're here for a purpose, remember, and … _NOAH!_"

The way she cried his name, all breathy and high-pitched and _desperate_, sent a charge down his spine and straight to his dick. Even if he hadn't felt it all swollen and almost pulsing under his finger, he would have known that he had hit her ultra-sensitive bundle of nerves based on that cry alone. "Jackpot," he smirked, still tugging her earlobe gently between his teeth. He felt her trying to wiggle away from him and pressed his body a little more firmly against hers, not allowing her to put any distance between them.

"Noah, come on," she turned to face him, forcing him to remove his mouth from her ear, "you're here to rectify the inaccurate first impression that Jesse left on me, and …" She broke off, startled, when she felt his forehead hit her shoulder and heard him groan. (And yes, even in this short time, she had discovered the difference between a Noah Puckerman _moan_ and a Noah Puckerman _groan_. This was definitely the latter.)

"Ok, first of all babe, don't say his name again. At all. Serious buzzkill here." He lifted his head again to look her in the eyes. "And secondly, and more importantly, you wouldn't just like, stay silent for a whole week or some shit then go out on stage and belt out some big Barbra number without at least like, runnin' scales or something, would ya?"

Rachel's eyes grew in shock and she worked up enough strength to successfully push him off her just a little and back away, propping herself up against the headboard. "Of course not! That would be horrible for my vocal cords! You always, _always_ warm up first."

Puck grabbed her hips with just a little more force than he had used up to that point and pulled her back down onto the bed, letting his hands return to their previous positions and burying his face in her neck. "Exactly."

Rachel opened her mouth to argue, to tell him that he hadn't really proven anything, but she stopped when she felt his teeth scrape over the sensitive skin of her neck, shocked that he actually bit her (and especially shocked that she had enjoyed it). And any further arguments flew right out of her head when the fingers of his left hand dug into her butt and his right thumb started tracing circles around her clit.

Puck knew she wanted to say more. She was Rachel Berry, after all. So that made it all the more satisfying when she just drew in a deep breath and arched her back, her hands flying to his shoulder blades to pull him closer. "S'good, right baby?" he growled against her skin. He was sure he almost lost it right then and there when she hummed lowly in response and slid her hands down his back to hook her fingers through his belt loops and pull his hips down onto hers, now hooking both of her legs around his own. Instead, he focused even more on the task at hand, increasing the pressure he was applying to her clit with his thumb and twisting his hand so that his middle finger could again tease at her entrance. He was milliseconds away from dipping his finger into her when her thighs tightened their grip on his hips and he felt every muscle in her ass clench under his fingers. Abruptly, he pushed both hands into the mattress beside her hips and pushed himself away from her.

Rachel's head flew off the mattress, her eyes frantically searching for his. He would have laughed at the desperate expression on her face if it didn't turn him on so much. "'M here for a purpose, remember?" he stared seriously down at her. "And that's not it." Without warning, he crashed his mouth down onto hers, kissing her deeply as he pushed her head back down onto the pillow. He kissed her, letting his tongue sweep confidently through her mouth, until he felt her body start to relax under him. Her legs stayed wrapped around him, but their grip loosened considerably. And her hands slid out of his belt loops and up his back, not so much gripping now as they were embracing.

Puck began to slide down her body, randomly placing kisses on her skin, and even the material of her top, along the way. When he reached her skirt, he slid his tongue, almost painfully slowly, across the skin of her stomach just above the waistband. He didn't continue downward until he felt the muscles in her stomach tighten and heard her whimper. He let his nose skim over her skirt, giving her just enough sensation to drive her wild, and worked his way down to her hemline. (Granted, it wasn't a long trip given the length of her skirt.) Puck took the fabric between his teeth and glanced up at her, relishing in the way her eyes were fixed on him, watching his every move.

Rachel knew she should be nervous. She had already crossed lines with Puck that she had only crossed once before (with admittedly different results), but what was about to happen, that was more like a chasm than a line. Yet somehow, what she was feeling was anything but nervous. She felt hot, though the goosebumps on her arms would lead you to believe otherwise. She felt tense, with all of that tension building into a ball somewhere just below her stomach. But more than anything, she felt wanted, and special, and, well, adored. She stared at Puck, transfixed as even while his eyes never left hers, he used his mouth to lift the hem of her skirt up to her hips. She continued to watch as he dropped kisses to the inside of her left thigh at the same time that he hooked his left arm under her other thigh to prop her knee on his shoulder. That same hand snaked up and onto her stomach to gather the material of her skirt and keep it in place where his mouth had just deposited it.

Feeling very much exposed, but still not really nervous (at least, certainly not in a bad way), she kept watching while his free hand rubbed small, soothing circles over one thigh and he kissed slowly back up the other to where she really needed him. "I'ma fix this baby. Gonna do it right this time." He didn't remove his mouth from the soft skin of her inner thigh as he spoke, his voice low and gravelly. "I mean it Rach, I'm gonna make you feel so good." Any other girl might be a bit put off by the way he chanted it like a mission statement, but Rachel Berry appreciated dedication. Her eyes slipped a bit farther back into her head as he let his tongue wander higher, not stopping until he hit _that_ spot, the spot where if he moved a centimeter more he wouldn't be on her thigh anymore. "Promise." The word came out of his throat as a growl, and she wasn't sure if it was that sound, or the way he gently nipped at the skin that had never really been touched outside the shower before, that made her shiver.

She felt his breath, hot and smooth, on her core before she actually felt his mouth. But suddenly, before she had a chance to think about what was getting ready to happen, he was placing gentle, almost chaste (_Was that possible? Did it matter?_) kisses down her now soaked slit. Unable to hold it any longer, she dropped her head back onto the pillow when he reached the bottom and his tongue slid gently out of his mouth and between her folds. She didn't even know what she was doing when she cried out his name and her hands fisted the comforter at her sides.

Puck had jokingly wondered to himself on the way to Rachel's earlier that day if she would taste like berries. She didn't. She didn't taste like anything he had ever tasted before. She just tasted like Rachel, and it was fuckin' amazing. At that point, he knew without a shadow of doubt that he was not lying to her before when he told her that he wasn't doing her a favor. As his tongue swirled slowly around her clit, he decided that there was nowhere he would rather be. And when he flattened his tongue and ran it all the way from bottom to top a few times before flicking it rapidly over her now incredibly swollen bud, he decided he had never enjoyed anything more in his life. Then, when he closed his lips around it and began to suck lightly, sliding his hand off her thigh to slip a finger into her and pump it in and out of her, slowly at first, she finally began to come undone. He knew she was on her way when he again felt nearly every muscle in her lower body tighten. As he pumped his hand faster, hooking his finger inside her, he lifted his eyes to find her head thrashing violently on her pillow. And when he sucked her clit a little harder, drawing it into his mouth and again flicking his tongue over it quickly, he marveled at how absolutely fucking incredible it was to have her crashing down around him. He could actually feel her clenching around him as her voice reached heights he didn't know even Rachel was capable of and her upper body came up off the bed so she could reach his head and dig her fingers into his mohawk.

He stayed where he was as Rachel eased down from her high, kissing her gently as the trembling in her legs slowed. When she had become still and relaxed and her breath had returned to nearly normal, he placed one more kiss just above her sex and smoothed her skirt back down over her hips. Detangling his arms from her legs, he turned his head to swipe his mouth across the shoulder of his t-shirt before wrapping one arm around her waist and using the other hand to push himself up to hover over her. Pressing his lips to her forehead, he spoke softly against her skin. "I, uh … I gotta … I'll be back," he finally sighed before rolling off the bed and walking awkwardly to the bathroom just off her bedroom.

Even once Puck was shut away in her bathroom (_And what was that about? Should she be worried?)_, Rachel couldn't make her body move. Every muscle felt like jell-o, and she was pretty sure her bones had dissolved altogether. That was _nothing_ like what had taken place with Jesse. Like she had told Santana, with Jesse it had been awkward and sloppy, even uncomfortable. But this, with Puck, was none of those things. With Puck it was easy, and comfortable, and, well, incredible. And she had been unsure before about whether she had ever had an orgasm, but now she was perfectly sure – sure that she'd never had one before, and that she definitely had now. She managed to turn her head when she heard the bathroom door open and watched as Puck approached her, adjusting his jeans and toeing off his shoes.

"Thank you Noah. That was enlightening," she didn't even care that he smirked cockily and rolled his eyes at her. "And wonderful," she added. "You are a very generous lover. So attentive." It was clear to her now that had been the problem with Jesse. He was neither generous nor attentive. Those weren't qualities he possessed in his everyday life, so she shouldn't have expected him to possess them in the bedroom.

Puck crossed the room quickly and climbed over her, working down the covers as he went. "Hey, you ain't seen nothin' yet babe." He fluffed the pillow a couple times under his head and settled onto his side next to her.

"Yet?"

"Shh," he covered her mouth with his index finger and closed his eyes, wrapping an arm around her waist and pulling her closer, "still got time for a nap with my girl before I gotta pick up the brat from her sleepover."

Rachel turned her head quickly toward him and opened her mouth to speak, a million and one questions running through her mind. But without opening his eyes, Puck clamped a hand over her lips before any sound could escape. "Seriously," he was kind of growling at her again, and, heaven help her, she was starting to feel that _thing_ just below her stomach again. "Sleep. It's exhausting bein' this good, and I plan on wearin' us both out again before I leave."

Telling herself that she would make him explain himself later (_What? She would!)_, Rachel gave in, rolling onto her side and allowing him to pull her a bit tighter against him. Just as she was getting comfortable, adjusting to the feeling of his solid chest rising and falling against her back, a shiver flew down her spine when his breath washed across her ear. "And, ya know, any other time ya want."

As much as she wanted to, Rachel couldn't fall asleep. There were still all those questions she wanted to ask, and his last statement did nothing to quiet her mind. Any time? Really? That certainly warranted consideration. So when her phone began to vibrate on her nightstand 10 minutes after his breath deepened and evened out so that she knew at least one of them was getting some rest, she snatched it up quickly in order not to wake Puck. She wanted to roll her eyes, but a smile won out instead when she read Santana's text, bad grammar and all. _'your welcome' _She would only have smiled wider if she knew that outside in his truck, Puck's phone was receiving the same text.

**My first real venture into Puckleberry sexy times (never gone past PG-13 with them before …), so I'd love to know what you think (I'm a big girl, I can handle constructive criticism too). As usual lately, many thanks to **_**Tashana Ambrosia**_** for her amazing help. From this point on, unless I say otherwise, assume she helped. Unless it sucks. Then it's all me.**


	2. Chapter 2

Exactly one person at William McKinley High School was not shocked when Noah Puckerman and Rachel Berry walked in on a Monday morning in late October holding hands. Ok, so that wasn't entirely true. Even Santana was a little surprised. She had no doubts that after the results of her little sin-tervention, the two would be official, but still, Puck didn't do hand-holding. Berry's tiny little hand tucked into the crook of his elbow? Sure, that was a near-daily occurrence. His arm slung lazily over her shoulders or wound around her waist, fingers tickling at her hip? All the time. But holding hands just wasn't in his line-up. Santana could recall maybe two times during Quinn's pregnancy that he had held her hand, but that was it. So, maybe there was more to this thing than even Santana had realized.

After about a month, the shock of never seeing Puck without his fingers interlocked with Rachel's (and of seeing him in math class at all) had pretty much worn off. For the first week or so, everyone had assumed it was either a joke or a publicity stunt to raise their respective stocks in the school – sort of a more well thought out version of "Run Joey Run," for those who were around for that disaster. But when the only change to the arrangement was that the two appeared even more into each other over time, the rest of the student body just kind of accepted that the whole Puck and Rachel thing was really happening. Then for some reason, when they walked in the door from Christmas break, his callused fingers wrapped securely around her little yellow mitten, it seemed that everyone fell back into that initial state of surprise. Sure, they had been together when classes broke for the holidays, but no one (again, except Santana and now maybe Kurt and Brittany) expected them to _still_ be together. After all, it had been over two months. With the exception of Quinn's pregnancy, which no one considered to be a _real_ relationship anyway (at least not an actual romantic one that would have existed on its own), Puck had never had a true girlfriend at all, let alone one that he kept around that long.

One afternoon toward the end of January, Rachel pulled Puck into a corner on their way to her locker (they shared hers for the English class they had together in the afternoon and their respective math classes in the morning, and used his to hold the books and binders for the other classes in between) to ask if he felt like people were staring at them.

"C'mon babe, we're two hot Jews, 'course they're starin'."

"Noah, I'm being serious," Rachel snuck a glance around her before leaning a little closer. "I can feel them all watching us. Is there – Is there something wrong with me? Did one of those Neanderthals put something on my back again?" She craned her neck to try to see the back of herself, doing a half-spin in the process. Puck was reminded of a puppy – a really freakin' _cute_ puppy – chasing its tail.

"C'mere babe." He reached out, both hands grasping her shoulders, to stop her. "There's nothin' wrong with you. " He let his hands slide off her shoulders and down her back as he pulled her closer. "That's kinda the point."

Rachel clearly didn't understand. She pursed her lips and tilted her head, studying his face as if the answer were written somewhere there. When Puck only smirked back at her, she crossed her arms over her chest, putting a little more distance between them. He rolled his eyes before pulling her against him, leaving her arms trapped between them.

"Rachel, everybody's starin' 'cause they didn't expect me to hold onto you this long. They all thought you'da got sick 'a me by now and kicked me to the curb." He didn't add that it also went the other way, that a lot of people were shocked that the McKinley High badass stud had stuck with the Broadway obsessed glee-freak. What? He sure as shit didn't agree with that assessment, but he also couldn't help that idiots talked in the locker room. He could, however, make sure that the same idiot didn't do it more than once. Azimio and his broken nose were proof of that. (Although, Puck always made sure it couldn't be traced back to him through any means other than the unreliable mouths of the idiots he knocked some sense into – idiots who weren't likely to be talking any time soon. He didn't need his ma or his case worker or his girl – especially his girl – finding out.)

"Noah, that's ridiculous."

"No baby, it's true. There's no good reason a guy like me should be able to hold onto a girl like you, but I have. They just don't get it." He didn't care what his moron classmates thought; he knew he was getting the good end of this deal. Even he couldn't really put a finger on why she stuck with him. (Outwardly, he credited his badass-ness and his guns, but he knew that for Rachel, those things played a minor role, if any at all.)

"Noah," this time his name came out as a sigh and she looked up at him with wide, glistening eyes. Rachel unfolded her arms to wrap them around his neck, one hand snaking up to tickle across the hairs of his 'hawk. "Do I tell you often enough what a wonderful boyfriend you are?"

"Wouldn't hurt to hear it again." He smirked down at her.

"Well," Rachel took a step closer, their bodies gently pressed against one another and their breaths mingling together. "To start with, as much as you pretend not to be, you're incredibly sweet. And to be perfectly honest, I kind of like that I'm the only one who knows it."

As if to prove Rachel's point, Puck leaned forward slightly to kiss the tip of her nose.

"Then, as if that weren't enough, I know I can always count on you to be there when I need you." She smiled up at him almost mischievously before pushing up onto her toes and pressing her cheek to his so she could whisper huskily into his ear. "And, to top it all off, you are _incredibly_ sexy."

Puck gulped and his mouth went a little dry on that last part. Taking into consideration how their relationship had gotten started, they had been taking things pretty slowly since. It wasn't like they'd gone backward, they revisited those initial activities frequently (and his girl was _not_ selfish, let's just say that the first time was the _last _time he'd had to make a bathroom run), but they hadn't gone forward either. But lately, Rachel seemed to be getting bolder. She was no longer content just to go along whenever he kicked things into gear, now lighting the fuse herself as often as not. And she had been increasingly, well, _forward_, in public. He didn't want to push her – that was one thing he promised himself he would _never_ do – but he couldn't help but think about what they _weren't_ doing when she did things like tell him how sexy he was in the middle of a crowded hallway.

Almost praying not to break whatever spell she had seemingly been under lately, Puck replied with a simple, "Well babe, you're not so bad yourself."

~.~

The next morning, Rachel walked briskly, determinedly, to Santana's locker, clutching her math materials to her chest. "Good morning Brittany. Tina. Santana, a word?" Without waiting for Santana's response, Rachel grabbed one of the straps of her backpack and pulled her down the hall to a bench in a relatively quiet alcove.

"What the hell, Manhands?" Santana glared at Rachel as she was pulled down to sit.

"Really, Santana?" Rachel rolled her eyes as she released the other girl and smoothed her hands over her skirt. "I'm really quite disappointed in the lack of creativity, or accuracy, for that matter, in your insulting nicknames. I mean, although they certainly didn't require much thought, at least the monikers 'dwarf' or 'midget,' while still technically inaccurate, made some sense, given my admittedly small stature. But 'manhands' is not only dull and overused, but also highly invalid, mainly given said small stature." Rachel spread her hands in front of her so that both girls could see them, wiggling her fingers a little and running the tip of one index finger over the nail of the other and frowning at the chip in the polish. "My hands are very feminine, if I do say so myself." She folded them primly in her lap and watched as Santana pinched the bridge of her nose and shook her head.

"Oh dear _God _how does Puckerman put up with you?" Santana pressed two fingers into each temple and glared back at Rachel. "Is there a point here?"

"First of all, I resent the implication that Noah has to 'put up' with me, when what we have is -,"

"Yeah yeah, a beautiful relationship, mutual trust, respect, whatever. I get it _Berry_." She stopped when she noticed the mildly hurt expression on Rachel's face. "And okay," she rolled her eyes, "I guess I see it. You and Puckerman work. You make sense or whatever. Oh don't look so surprised," she smirked at the wide-eyed expression on Rachel's face, "if anything I should be saying 'I told you so.' Or ya know, maybe 'you're welcome,' since neither of you ever bothered to reply to my texts. Two months," she clucked her tongue, "_such _bad manners."

"Okay Santana," Rachel huffed a little and crossed her arms over her chest, pressing her back against the wall behind her. "I get it. You were right. I had feelings for Noah and I never should have argued otherwise. And yes, your" she fought the urge to say 'interference,' given the word's negative connotation, "_suggestions _definitely helped get us to the point we are at today." She rolled her eyes as Santana flipped her ponytail over her shoulder and grinned, satisfied. "Anyway," she cleared her throat and dropped her hands back to her lap, her fingers twisting together anxiously, "I suppose you could say that's why I'm here, why I pulled you away from the others. I-I need your advice again."

"What," Santana studied her own nails casually, "you come to your senses this time around? Decide to come ask me yourself this time instead of making me drag it out of you?"

Rachel lifted one shoulder in a half-hearted shrug. "I guess you could put it that way, yes."

"Well hob-_Rachel_, let's have it. I don't got all day here."

"Right. I apologize. Well, you see, given that you were basically the catalyst that put certain events into motion, you are very aware of how mine and Noah's relationship started." Rachel frowned a little and scrunched up her nose. "Well, I mean, when it _officially _started, at least in its current incarnation. I hate to imply that our relationship formed based solely on -,"

"Puck's wanted you for like, a year, and not just for the sex stuff. I just gave both of your stubborn asses a push in the right direction. Doesn't mean that's like, all your relationship is or what it's about. That what you wanna hear?"

Rachel smiled, lowering her head to hide her blush. "Yes Santana, if you are sincere, and I truly believe that you are, that is lovely to hear. But again, that brings me to the current issue that I would like to ask for your assistance on. As I was saying, you know how our relationship came to be pushed into existence, as you put it, and the fact that you are the only person who knows that, as well as the fact that you did in fact give such good advice last time, you are really the only person who I feel comfortable coming to with this issue."

Santana rolled her eyes, annoyed with Rachel's wordiness, but a little proud of herself at the same time.

"You see, it's been more than two lovely months, and in that time, while we have no problem returning to those initial _activities_," Rachel's face glowed nearly the same color as Santana's Cheerios uniform, "we haven't exactly added any _new _activities to the repertoire. And lately -,"

"Wait. So, you're telling me Noah _fucking _Puckerman, pun intended, has been okay with just like, going down on you for the past two months?"

"Well," Rachel looked around, terrified at who might have just heard Santana's crass question. Seeing no one in ear shot, she continued. "Not exactly. I mean, I'm more than happy to return the attention."

"Whoa!" Santana cut both hands through the air between them and visibly shuddered. "Okay. Enough. I don't need all the dirty details of your and Puck's sex life." She shook her head. "Oral life. Whatever."

Rachel gasped. "Oh Santana, you're right. I'm so sorry. That was entirely inappropriate." She covered her mouth with her hand but Santana only waved her off flippantly then gestured for her to get on with the story. "Anyway," Rachel continued, much more quietly than before, her eyes trained on her lap, "lately I've been thinking that, well, maybe I'm ready to change that."

"Way to go Berry. Get you some."

Rachel didn't respond to the interruption, continuing with her speech. "But the problem, if you can really call it that, is that Noah has been a perfect gentleman this entire time," Santana snorted a laugh, and again Rachel ignored her, "and he's so insistent on not pushing me that I can't seem to make him see that he wouldn't be pushing, that I'm ready."

"So," Santana's eyebrows drew down as she cocked her head and studied Rachel carefully, "you like, told him you wanna do the nasty and he turned you down?"

"No," Rachel drew the word out. "I mean, that's not entirely how it happened." She picked again at her chipped nail while Santana just lifted an eyebrow and waited for her to continue. "It's just, I'm not the type of girl who can just come out and say something like that. I'm not like you." She stilled her hands and darted her eyes up to meet Santana's. "That type of … of forwardness doesn't work for me. But I've been dropping hints for weeks now, and he hasn't responded at all."

Santana groaned a little and let her head drop back so that she was studying the ceiling. Really, why did she bother with these people? "Okay, Rachel, look, you're about as subtle as a foghorn. And this is Noah fucking Puckerman we're dealing with here, again, pun intended. Trust me, if you were _really _dropping hints that you wanted to get it on, he'da been all over that shit. So maybe you're not really dropping hints."

"But -,"

"No. Hear me out here. You're tellin' yourself you're ready and that you're givin' him hints. But obviously, if he's not gettin' it, then your hints are shit. So maybe," she paused and shook her head, rolling her eyes at herself before continuing, "damn you people better be glad nice-Tana makes Britt happy and that I like my girl happy -"

_This was nice?_

"- maybe you're not really ready. Maybe you think you should be, or that you need to be, to like keep him around or whatever, but that's not the case. Like I said, Puck's wanted you, and not just in a sexual way, for a long ass time. And since you two been together, he's happy. Like, Jewfro-hasn't-seen-the-inside-of-a-dumpster-in-_months _happy. Now, will his head probably explode whenever you two finally have your hot Jew-sex? Probably." She paused for a second and chuckled at something, though Rachel didn't know what. "Pun _not _intended that time. But seriously Rachel, I don't really know when I've seen him like this before – all calm and comfortable in his own skin – so whatever you're doin', sexual and otherwise, it's working." Santana heard Rachel's faint sniffle and saw her moving toward her, but she didn't have time to move, so she just stiffened as Rachel's arms wrapped around her body.

"Sorry, I had to do that," Rachel smiled sheepishly as she pulled back.

"Whatever." Santana made a show of dusting herself off and straightened her uniform. "Anyway. Whenever you're really ready, it'll just happen. Naturally. So, ya know, just go with the flow or whatever."

Rachel gathered up the books she had set on the bench beside her when she and Santana first sat down and stood to look down at the other girl. "Thank you Santana. That was wonderful advice, and just what I needed to hear. I knew you were the right person to come to with this issue. I'll see you later in glee. I look forward to hearing what you have to share with us this week."

Santana only shook her head as she watched Rachel disappear into the sea of people heading to their first period classes. Before she had a chance to start toward her own class, though, she was cut off by the other half of Puckleberry stalking toward her from the open door of the boys' locker room. "What the hell was that? You two were talking. Alone. She _hugged _you."

"Creep much?" Santana crossed her arms and watched him make his way across the hall to her. "Just how long were you watching us?"

"Long enough. Now spill."

"Don't worry Puckerman, I wouldn't dream of bringing your princess over to the dark side."

"Seriously Santana, what's going on? I know what happened the last time you two talked like that, so right now I don't know whether to be excited or fucking terrified."

"Relax Puck. It was just a little girl talk." She hiked her backpack a little higher onto her shoulders and stood to face him squarely, planting one hand on her hip and using the other to pat his cheek a little more roughly than Puck would have liked. "But listen to me right now, _pendejo_," she slid her hand off his face to jam one very sharp fingernail into his chest, "Broadway's putting a lot on the line for you. And she trusts you. A fucking lot. She's a good girl and she thinks you're a good guy. At least, that you're a good guy for her." She turned on one heel and took a couple steps away from him before turning to call back to him over her shoulder, "Don't fuck it up, _Noah_."

Puck stared at her, confused, until she was nearly halfway down the hall. He finally got it together and called to her retreating back, "Didn't plan on it, _Satan_!"

~.~

Forget TGIF, Rachel was more of a TGIW (Thank God It's Wednesday) kind of girl. It was as if the stars had aligned to make Wednesdays 'Rachel and Noah' days. Wednesday was the day that both of her fathers stayed at work late to get caught up on work from the beginning of the week and to get a jump start on Thursday and Friday so that they could be sure the weekend would be free. They always followed this up with a nice dinner somewhere, just the two of them. (They believed that romance and making time for one another was an essential part of any healthy relationship. Rachel wholeheartedly agreed.) That put them getting home no earlier than 9:30 or so for that one night every week.

Wednesday was also the day that Sarah rode the bus to Nana Connie's to spend the night, meaning that Noah was free of the babysitting duties that were his responsibility every other week night. (The fact that he fulfilled those duties without any serious complaints was just another of the things that Rachel adored about him, and she often spent at least one or two nights a week sharing that responsibility with him and helping him entertain the pre-teen.) So, what all that really boiled down to was that the young couple often spent more time together, truly together without any distractions or friends or family members, on Wednesdays than any other day of the week, including weekends.

Basically, Wednesdays were 'date night.' And yeah, okay, date night in an empty house for two teenagers definitely meant sexual gratification ('cause even if what they were doing wasn't _actually _sex, it was definitely gratifying) on a pretty regular basis. It also _always_ meant a Rachel Berry home-cooked meal, the entire ABC comedy line-up, and lots of cuddling. And while Noah had certainly changed her mind regarding certain oral acts (as well as their manual counterparts), Rachel would be lying if she said anything other than the cuddling was her favorite part. She just couldn't find the words, even in her vast vocabulary, to describe how good, how warm, how _loved _she felt when they were lying on the couch watching ridiculous sitcom antics and Noah's solid, strong body was practically wrapped around hers. (And she was pretty sure, even though he'd never actually said it, that Noah was quite fond of that part as well. She always caught him burying his nose in her hair and running his fingertips in wide circles over whatever skin he could find, even if it was just her forearm or some other, equally un-sexy, body part.)

On the first Wednesday after Rachel's conversation in the hall with Santana, she felt much more relaxed than she had in weeks. She hadn't given up on the feeling that she was ready to take the next step with Noah, but her conversation with her teammate had certainly put her at ease. Rachel had to admit, not for the first time, that Santana's advice on these particular matters was good. If she couldn't bring herself to initiate it, or at least tell Noah she was ready for sex, then maybe she really wasn't as ready as she thought she was. And she had never really thought that she would lose Noah if she didn't have sex with him, but hearing it out loud from someone else, from Santana, no less, was definitely comforting. So she decided to let it go; it would happen when it happened. After all, she had a sweet, dependable, sexy boyfriend whom she should just be focused on enjoying and appreciating. She was sure that when they were ready, the two of them, as a couple, it would happen naturally. And that decision made it the best Wednesday in a while.

Puck noticed the difference in Rachel that week. She had been so excited when, after just a couple weeks of dating, she'd realized how much time they got alone together on Wednesdays. And more than once he'd given her a hard time about "sitting around the house doing nothing" for hours on that one night every week, but he loved it. He loved that there were no dads, no mom or Sarah, no friends to 'accidentally' get in the way (there was no way Finn hadn't known Rachel was over that Saturday he came busting into Puck's house with Madden 12 and all the glee guys in tow – _no way_), no glee, no distractions at all. In fact, the only time she even sang on Wednesday nights was under her breath with the tv or with the radio while she was cooking – and he _loved _her singing, but he liked it the most that way, without the pressure of it being for like, a competition or assignment or whatever. And he loved her cooking, even when she didn't make a 'carnivorous' alternative for him, and since his mom worked nights, it was often the only fresh, home-cooked meal he got during the week. Hell, he even grew to like the goofy shows she made him watch. So maybe 'Happy Endings' wasn't exactly what it sounded like (and yeah, he knew it was on network tv, but he couldn't help but hope), but that shit was pretty funny. But for the past few weeks, she'd been different. She was all tense, and they'd be watching tv, and she wouldn't be laughing, like, even when 'Modern Family' was on and Cam and Mitchell had this big like, disagreement over Cam's birthday party and 'following the birthday flag,' and he knows that's right up her alley, and then next thing he knew she was on top of him pushing her tongue into his mouth and holding onto his shirt like she was afraid he would disappear if she let go for even a second. And ok, he went along with it, 'cause, hello, he's never, _ever_, gonna say no to makin' out with his girl. But still, it was different, cause after a little while she'd fizzle out and she'd look at him kinda sad before she rolled off and curled back into him, locking her fingers with his and squeezing super tight, and he had no fuckin' clue what that was all about. Now finally, _his _Rachel was back. She was cool, and chill, and laughing and bouncing around the kitchen while she made some eggplant thing that he would grumble about but probably love. It still made him a little uncomfortable that all this change had come right after he saw his girl talkin' off in some corner with Satan, but that wasn't about to stop him from enjoying it.

Later, after homework (because apparently, being with Rachel also made him a much better student) and eggplant casserole, Puck sat on one end of the couch, one hand clutching a Coke bottle and hanging off the arm and the other running over Rachel's back where she lay with her head in his lap. He looked down at his girl when he heard her sigh.

"I hate reruns. It's just ridiculous that we have to wait from Christmas until February for new shows. Don't they know people care about these characters!"

Puck laughed and scratched up and down her spine a couple times before responding. "Wanna change the channel? 'M sure we could find an episode of something on cable ya haven't seen before, or a movie or something."

"No," she sighed again, "it's still funny when Sue dresses up as the crayon. And her first kiss story is cute and actually quite uplifting."

Right. Puck was more of an Axl guy himself (he wished he could get away with walking around in his underwear all the time, but his ma would bite his head off), but whatever. "Whatever you want babe."

Rachel hummed (_purred_) a little and pushed herself farther up into Noah's lap so that her head rested on the arm of the couch and most of her upper body stretched across his legs. Without new and interesting storylines on her favorite shows to entertain her, she found herself getting lost in the feeling of Noah's fingers tracing random, soothing patterns over her back. It had been a while since she'd enjoyed a Wednesday this much. She had never stopped being happy with Noah, of course. She'd just let the sex thing get so into her head that it was hard to just relax and be herself when they were alone. It was nice to have that back.

She closed her eyes and tucked her arms under her, flattening her back a bit more, when his fingers slipped under her shirt to run over her bare back. She _loved _when Noah rubbed her back. Not even in a massage kind of way, but just with his fingers moving lightly over her skin, or even scratching gently. It was soothing, and it seemed very intimate to her. It had only been a couple minutes, not even the full length of the commercial break, but Rachel felt herself starting to drift off when she felt a tug on the back of her shirt. She twisted to look up at Noah, who was looking back at her questioningly, one eyebrow lifted and a small, sweet smile tugging at his lips. Rachel wasn't stupid; she knew what the removal of clothing generally led to. (And she certainly wouldn't mind if that's where things headed. Again, she wasn't stupid.) But she knew that while that thought was most definitely bouncing around in Noah's head, it wasn't the main reason he was asking if she wanted to take off her shirt. He would be sure to capitalize on the lack of clothing later, but his initial motivation, Rachel was pretty sure, was that he was getting annoyed by having his arm pinned down by her sweater.

When Rachel pushed herself off him, rocking back onto her heels to tug her sweater over her head, Puck leaned forward to drop his Coke bottle onto the coffee table, pulling her in for a kiss by the sweater that was hanging off both her arms on his way back. He smirked at her blush when his eyes skimmed over her body, then gripped her arm gently and tugged her back onto his lap once she had folded her sweater neatly and set it on the table next to his soda. "Much better." He grinned at her giggle when he went back to rubbing her back and ran his newly empty hand through her hair.

By the time the closing credits of 'The Middle' were rolling, Puck really thought Rachel was asleep. He couldn't see her face to be sure, but she hadn't said anything in like, 10 minutes (a lifetime by Rachel Berry standards) and her breathing was all deep and even, and even though it was only 8:30, he knew how she got when they just sat around and he like, petted her, or whatever. But then she shifted, folding her hands under her cheek and settling a little deeper onto him and when he ran his hand up under the back of her bra, she said, "You can just take that off, if you want," all quiet and without really moving. Fuck yeah he wanted. Without actually answering, he flicked his thumb and two fingers over the clasp and sent the two sides of the cute little silky yellow number falling away from her body. He heard her giggle at the triumphant "score" he let out under his breath, but when she sat up to slide the straps over her shoulders and off her arms, she turned to look at him and looked really fuckin' serious all of a sudden. Rachel just kind of tossed the bra behind her onto the table without taking her eyes off him and when she leaned into him, his arms instinctively wrapped around her, one hand on the small of her back pressing her against him and the other splayed between her bare shoulder blades. He felt her hands on his face half a second before her lips hit his, almost instantly drawing his bottom lip between both of hers.

Rachel had decided to just go with the flow, let things happen naturally. Really. But this was different from all those other times she climbed on top of him with the intent of trying to get him to understand that she was ready for more. She'd been laying there for nearly 30 minutes, feeling Noah's hand running over her body, and it just felt so good. _He_ just felt so good, and so right. And when she suggested taking off her bra, she really was just thinking of his convenience until she sat up and saw his face. And he wasn't even looking at her like _that_, not really, but he was looking at her and his hand was kind of resting on her knee while he waited for her to lie back down and she just really, really wanted him.

So maybe she was letting things happen naturally, after all.

They stayed that way for a minute or so, her on her knees next to Noah and his body twisted around so that he could kiss her and hold her and just kind of run his hands over her back. (And Rachel couldn't help but notice the difference between how that felt at that moment and how it had felt just moments before.) When she felt his teeth sink into her bottom lip, causing her to gasp and give him an opportunity to slide his tongue into her mouth and over hers, Rachel slid her hands down to grip his shoulders as she turned a little and threw one leg over both of his so that their bodies were squared to one another and she was straddling him. A tingle slid down her spine when Noah's hands slid up so that both of his palms pressed against her shoulder blades and his long fingers hooked over her shoulders.

It wasn't long before the situation was escalating, Noah's mouth sliding across her cheek to tug at her earlobe then back across her jaw, and when he started working his way down the column of her throat, Rachel's head fell back and her hands slid down his chest and then over his stomach until her fingers were gripping the hem of his shirt. She gathered the material into her hands and forced her body to push away from his as she started to drag the shirt up his torso. His eyes, clear and kind of dancing and greener than usual, stared back into hers as he dragged his own hands around to the front of her body before lifting them over his head. She wondered if he felt it too, how different, how much _more, _everything seemed to be.

Puck watched Rachel, her eyes glued to his own and her mouth set determinedly, as she pulled his shirt over his head and tossed it behind her to join hers on the table. They'd done this dozens of times before – making out, clothes coming off, even the other stuff it tended to lead to – but for some reason, this shit felt big. It could have been the way she'd been all different lately and was finally back to herself, or the way she'd been so quiet through it all, not saying and just doing, but whatever it was, he had a feeling this was not like all the other times. He lowered his arms, but instead of immediately wrapping them around her and pulling her back in like he knew she expected (he knew his girl, and he knew that cute, confused little head tilt), he placed his hands flat against her stomach and moved them slowly up her body until he was cupping both of her boobs, his thumbs tracing smaller and smaller circles until they were just brushing over her nipples. He watched with a smirk as her eyelids drooped and she drew her top lip into her mouth between her teeth. He leaned forward enough to press his lips against her collarbone at her right shoulder and kissed his way across to the other side. Deciding she was sufficiently distracted, he slid one hand back around to her back and pushed the other into her hair then sat back against the back of the couch and pulled her with him until her mouth was back on his and her body was again pressed tight to him.

Rachel whimpered, then moaned, when her bare chest pressed against Noah's. She thought distractedly (_very _distractedly, because one of his hands was holding her to him, fingers almost digging into her back, and the other was pulling just a little at her hair and his mouth was … anyway …) that she'd never actually felt that before. Of course they'd gone that far, farther even, plenty of times, but the activities they typically engaged in didn't really call for them to be face-to-face (or by extension, chest-to-chest). Sure, she'd felt his body on hers before, his chest brushing across hers as they moved, but it was the first time she'd felt it like that, her breasts pressed against his chest and nearly every inch of her skin from her waist up coming into contact with his, and she liked it. A lot. She flexed her hands at his sides, then, realizing that there was nothing there for her to hold onto, slid them up his body – up his ribs to his shoulders, then over to wrap her arms around his neck.

Having Rachel in his lap, straddling him, her boobs pressed against his chest and her tongue doing that thing where it slides over his then runs along the roof of his mouth? Hot. And Puck was loving it. But since she was on his lap, he had to crane his neck back to reach her mouth, which he wasn't used to, and sure, he'dve been more than happy letting her mouth go and putting his own to work teasing one of her nipples like she loved, except, did he mention that her boobs were pressed against his chest? And he wasn't so okay giving that up just yet. So instead, he held her tight against him as he stood, then turned and propped one knee on the couch to support some of their weight as he lowered her down onto it. He got her laid out on the couch, one of her legs between his knee and the back of the couch and the other hanging off so her foot rested on the floor, her hair spread across the throw pillow her head rested on, and started to push himself up to take some of his weight off of her. He stopped when he felt her nails dig into his back. "No?" he asked, pulling his head back so he could see her face. She shook her head, and he moaned when she lifted her foot off the floor to wrap her leg around his waist and hold his hips down against hers. "Works for me," he mumbled into her neck as he lifted his own foot of the floor and settled himself between her legs.

Rachel being under him ensured that her tight, smooth little body wasn't going to go anywhere that wasn't pushed right up against his, Puck's hands were free to roam. He moved them both, one from her back and one from the back of her neck, to her hipbones, just above the waistline of her skirt. He ran his thumbs over her hips a few times while his mouth worked on marking her just behind her ear. He knew that hickeys in visible areas were a no-no, but when was the last time Rachel wore her hair up? No one would see that shit besides him, and even then, it would be the next time they were doing _this_, and that was just hot. When he was satisfied his girl now wore the Puckerman stamp of approval, he started moving his mouth down and his hands up. Just when his tongue hit that almost ticklish spot at the juncture of her neck and shoulder so that her eyes closed tight and her head twisted in the other direction to give him all the access he could need, his hands slid up the sides of her boobs and he arched his back to lift his own chest off hers just enough to slide his fingertips between them. He ran his fingers over her lightly a couple times at first, teasing her, then pressed his hands a little harder against her and pinched each nipple gently between his thumb and forefinger, rolling them a little, before he lowered himself back onto her and pushed his hands back down her sides toward her waist.

Rachel shivered when she felt Noah's thumbs dip under the waistbands of her skirt and panties just between her hipbones. She arched her back, pressing herself up against him, and moved her hands from his back to his face when he growled against her shoulder. She pulled him until they were eye-to-eye again and smiled at him quickly before she pulled him down so that his lips crashed onto hers. She was enjoying the taste of him, loving the confident way he both pushed his tongue into her mouth and sucked hers into his own, when she felt his hands moving around to the small of her back, all of his fingers now skimming across her skin beneath the fabric of her clothes. One hand pulled out of her skirt to grip the zipper and he stilled for a second before pulling back to look at her, as always, for permission to go farther. She was sure that if she opened her mouth, nothing intelligible would come out, so she just lifted her head to tug at his lip a little with her teeth and arched her hips off the couch. Noah was never one to waste time, and within seconds he was kneeling between her legs and pulling her skirt and panties down to her knees, then gently working first one leg and then the other free of the garments. Once she was completely naked beneath him, he tossed her last pieces of clothing onto the growing pile on the coffee table.

Still sitting up on his knees, his weight back on the heels of his feet, Noah grabbed each of her legs behind her knees and lifted them until she was lying with both knees bent, feet flat against the couch cushions. He slid both hands slowly down the outsides of her thighs then up the sides of her body until he moved them up onto her shoulders and began to work his way back down. He spread his fingers wide, barely touching her as he brushed his hands over her breasts and back down her body. Goosebumps popped up all over her legs when his hands ghosted up the insides of her thighs back to her knees. He kept going until he hit her ankles, then, holding them both in his hands, he grinned down at her and scooted back until he was practically sitting on the arm of the couch. That grin never failed to make Rachel's stomach clench and her skin burn. "God baby, the things I wanna do to you." And then there was just no accounting for the things that happened to her body when he growled at her like that. "The things I'm gonna make you feel. You ready for this?"

Rachel nodded and reached for him, dropping her hands to her sides when she realized she couldn't reach him without sitting up, which she was in no state to do. He chuckled at her a little then lifted the foot that wasn't trapped between his knee and the back of the couch until his mouth was on her ankle and moving down her calf with a series of kisses, licks, and nips. He stopped about halfway to her knee and murmured against her skin, "Always taste so fuckin' good. So perfect, Rach." He lowered her leg, and his own body with it, as his kisses traveled closer and closer to where she was already throbbing, aching almost. His mouth continued to move almost torturously slowly, but his hands moved faster, sliding up the backs of her thighs until he was cupping her butt in both hands. Finally, she felt his breath on her and she couldn't help but giggle when he kissed the sensitive skin at the crease of her thigh. She reached for him, grabbing his face and stopping him before he could press his lips against her core, which she knew he was seconds away from doing.

Puck jerked his head in her hands, looking up at her with his eyes wide and his eyebrows bunched together in confusion. "You don't want me to?" And if she said no, he'd totally stop. Always. But shit, he could spend like, all day every day down there and be happy. 'Cause Rachel Berry? Totally his favorite taste in the whole damn world.

The look on Noah's face, shocked and confused and even a little hurt, affected her so much that Rachel almost let him go and told him to go back to what he was doing, that she hadn't meant to stop him in the first place. But then, he squeezed her butt a little while he was waiting for her answer and she saw the muscles from his forearms all the way up into his shoulders and even a little across his back flexing and moving, and it wasn't that she didn't want him to do _that_ so much as it was that she wanted him to do so much more. So instead of answering, she tugged on his head until he crawled back up her body and hovered over her, looking straight down into her eyes with more than a little confusion. She leaned up and traced the seam of his lips with her tongue until he relaxed a bit and lowered himself down onto her.

"Rachel," Puck mumbled out between kisses, because now she was kissing down his chin and onto his throat, and sue him if that made it a little difficult to concentrate, "do you," he moaned, _shit_, where were her hands going? "Do you wanna stop baby?" He was pretty sure she was trying to pay him back for that hickey he had given her earlier, and her hands were moving down his stomach and over his abs, and generally, that meant anything _but_ stop. But then, he wasn't completely sure, since she'd hit the brakes just before what was normally her favorite part, and he always wanted to be completely sure. She pulled back from his neck and looked up at him, and _oh shit_ was he in trouble, because he knew that smirk. That was _his _smirk. But before he had a chance to worry too much about what it might mean, his jeans were moving, sliding and twisting on his hips, and he looked down to see her delicate hands tugging first at his belt, then, once she'd gotten it open, at the button of his pants. "Hey babe, it's okay. I'm good with this bein' just for you." He shifted all his weight onto one arm and moved the other hand to his waist, where hers were currently working on his zipper, and tried to stop her, but she slapped him away and kept going, starting to work his jeans and underwear down over his hips. "Rach, seriously, consider it, like, repayment for this weekend when you were, ya know, outta commission or whatever and it was all about me." He had to grit his teeth together when she'd gotten his pants as far down his legs as she could reach and scraped her nails back up the backs of his thighs before stopping and tracing patterns onto his ass.

"Actually," Rachel kept one hand on Noah's butt and brought the other up to his face to cup his cheek and run her thumb over his cheekbone, "I was hoping maybe this would be about _both _of us." She watched him, amused and nervous, as his eyes flitted over her face while he tried to figure out exactly what she was saying and if she really meant it.

"Yeah?" Puck finally found his voice, after swallowing hard a couple times once he finally realized just what Rachel was saying. (What he _thought _she was saying – what he really, really _hoped_ she was saying.) He grinned back when she smiled up at him and he kissed her thumb when she smoothed it over his lips.

"Yeah."

He reached behind him quickly and jerked his wallet out of the back pocket of his jeans and tossed it onto the arm of the couch behind Rachel's head before kicking his pants, and his briefs, almost frantically down his legs until finally they were caught on his feet and he had to twist his body around to jerk them off and throw them onto the table to complete the pile they had made.

Rachel wanted to laugh. Really. Because her badass boyfriend looked absolutely adorable and just plain silly kicking off his pants like that. But he was kicking off his pants, and she was already completely naked, and there was absolutely nothing funny about that. And then he was straightening his body back out and re-settling himself between her legs and she could feel him, already hard, pressing against her thigh. And that was new. She'd had him in her hands, and even her mouth, many times, and she'd felt him on her leg or stomach, straining against his jeans as they made out. But she'd never really felt him, hard and hot, velvety skin stretched taut, with anything other than her hand or her tongue. She realized that there was nothing between them; nothing stopping him from being inside her, a _part _of her, and she grabbed his face with both hands, kissing him hard, desperately.

Puck dove into the kiss, sliding a hand under her back and shifting all his weight to that arm and bringing the other hand to cover her boob. He stayed there for a couple minutes, first massaging it with his whole hand then plucking at her nipple with his fingers and finally rolling his thumb over it a few times before moving his hand down her stomach and sliding it between her legs. He moaned and dropped his forehead to the pillow under Rachel's head. "Fuck," he growled into her ear, "so wet baby. So good." He ran his middle finger up her slit and around her clit. "That for me, baby? Did I do that to you, Rachel?"

"Always Noah," Rachel breathed out and pressed her head into the pillow, her neck strained and her body arched up against his. "It's always for you."

Puck moaned again and dug his fingers into the small of Rachel's back. For someone who liked to talk as much as Rachel did, his girl was usually uncharacteristically quiet when he was going down on her. (Normally a question like that would be answered by Rachel biting her lip and nodding all timid-like and blushing, because no matter how many times he did it, she somehow still seemed a little sheepish when he buried his face in her, which for some reason, he kinda loved.) But hell, if she wanted to talk for this, if she wanted to say shit like _that_, he was game. Without taking his hand off of her, he bent to take one of her nipples into his mouth, closing his lips around it and sucking, then swirling his tongue over it. He felt her moving and opened his eyes, shifting them up to see her digging through his wallet, a look of grim determination on her face. Finally finding what he knew she had to be looking for, she smiled triumphantly and pulled the condom from the little pocket behind his license before throwing the wallet carelessly to the floor. And then he had to kiss her like, more than he'd ever had to kiss anyone ever, 'cause that was pretty much the hottest thing he'd ever seen. (And yeah, ok, that probably had something to do with the fact that it was Rachel, but whatever. Didn't change the facts.) He abandoned her chest and kissed her, sweeping his tongue through her mouth and dragging his teeth across her lips, until she was pressed into the couch and her hands were gripping the sides of his neck and he could feel the little foil packet pressing against his skin.

Rachel moaned into Noah's mouth when he sucked lightly on her tongue at the same time that he pushed his middle finger just barely into her and brushed his thumb over her clit. Before her brain caught up with her body to react, though, his hand was off her completely and the cool air she could feel taking the place of his warm hand made her whimper. He smiled against her mouth and kissed her sweetly, a series of quick, gentle pecks that contrasted greatly with the way he'd been kissing her just seconds before, as his hand came up to cover her own that was still holding the condom.

"You wanna do it?"

His voice was deep, gravelly, and she couldn't help but squeeze her thighs around his. She shook her head and smiled sheepishly. "I-I might mess it up. That was the only one." She loved the way he didn't act disappointed or even amused by her worry, only smiling at her before pressing his lips to her cheek.

"Another time then." Rachel nodded in agreement.

Puck slipped his arm out from under her and sat back on his heels, noting the way her eyes followed him then dropped to his dick once he was settled. She said she didn't wanna do it this time, which was cool (and he'd never get mad if his girl just wasn't ready to go all the way, but if she was ready and willing and then they had to stop 'cause they had a condom malfunction, he might just lose his shit), but that didn't mean she couldn't help. He picked up her right hand and guided it to him, moving slowly and giving her time to push herself up onto her other elbow. This she'd done before, and she was damn good at it, so once he had her fingers wrapped around him, he moved his own hand and went about opening the condom wrapper. She looked at him uncertainly for a second, but he leaned forward and kissed her, and she started stroking him, setting a slow but steady pace and twisting her wrist at the top every so often. He let her work for a minute or so, his eyes closed and his forehead pressed against hers, once he had the condom ready and waiting in his hand. Finally, he kissed her again and moved her hand gently, resting it on his hip, so he could roll the condom on.

Rachel watched, fascinated, as Noah rolled the condom smoothly over his length. And because she was still watching him, she couldn't miss the way he twitched when she licked her lips and let her nails bite into his skin. She looked back up to find him watching her much the way she had been watching him and lifted her hand to wrap around the back of his neck, fingers gripping his mohawk, so she could pull him with her as she laid back. She waited while he situated himself, once again, between her legs and on top of her. "I'm ready Noah," she whispered against his lips and closed her eyes when she felt his hand brush over her hip and her lower stomach as he reached to line himself up with her.

"You sure about this Rach? You wanna stop, we stop, but ya gotta tell me like, _right now_."

"Positive." She watched Noah's eyes widen just a little before he nodded and pushed his hips forward so that the head of his penis brushed against her and just teased at her entrance. Her eyes had fallen closed when he started to move, but they flew open when she felt him jerk his hips back and heard him suck in a hiss between his teeth. "Noah?" She stared up at him, concerned.

_Fuck._ He was ready to stop at so much as a hesitation from Rachel, but there she was with that big, neon, fucking _flashing _green light, and he's wanted this _so bad _for _so long_, and he's right there, and shit. It just felt _so good_ and it was almost too much. And then she was looking at him like she was afraid she did something wrong, and he didn't know what else to tell her, so he decided he should probably just tell her that. "I'm good baby. You just feel so damn good. Too good." He leaned down to brush his nose along hers and kiss that spot on her neck just under her jaw that made her go a little bit liquid. "Just need a second to get my shit together."

"Noah," her voice had an amused lilt to it for a second, "you've done this before." And she knew he had, so she didn't know why it came out sounding so much like a question. She was just confused.

He pulled back and looked down at her, making sure she could tell just how serious he was, before he whispered, "Not with you." Her jaw dropped a little and her eyes grew wide and for a split second he could have laughed at her, but then both of her hands were on his ass and pulling him toward her. Puck thanked God for his quick reflexes and his strength (both physical and mental) when he managed to stop just as his head brushed against her, and _God _she was so wet and warm and he wondered where in the hell all this self-control had come from all of a sudden. "Slow down, baby." He kissed her cheek just in front of her ear. "Don't wanna hurt you." And that was probably a shit thing to say, 'cause he knew it was gonna hurt her no matter what, but all he could hope for was that it didn't hurt too much. And she was so damn wet and he'd had his fingers in her before (yeah, _fingers_, plural, 'cause no way one would come close to preparing her for this, let's just face the facts), so he was really holding onto that hope.

Rachel knew it was going to hurt. She hadn't deluded herself into thinking otherwise. She was even prepared for the very likely possibility that she wouldn't even have an orgasm this first time. But she was okay with that. Because she knew Noah would give her more than enough orgasms to make up for it later on. That wasn't even really what this was about. She just wanted to be close to him, as close as she possibly could be, and share that intimate moment with him, and when he looked at her and told her as sincerely as Noah Puckerman had probably ever said anything in his life that he needed to take a moment to get himself together just because this time he was going to be with her and that it was "too good," she wanted the intimacy and closeness and _him_ as fast as she could possibly get it. But of course, he was Noah, and he'd wanted to look out for her, to take care of her. So that left her laying there, his lips moving sweetly over her cheek and jaw and his tip resting just at her opening and she was afraid that if he didn't just _move _she was absolutely going to _die_. And then, he did. He reached for one of her hands and laced their fingers together and pushed his hips forward no more than an inch. And she knew it was just beginning, that there was so much more to come, but Noah was _inside _her, and it was amazing.

"Good?" She could feel his lips moving across the shell of her ear when he asked.

"Amazing." She squeezed his hand when his mouth closed around her ear and he pushed in a little deeper.

Puck didn't move again for a minute or so, trying to give Rachel's body a chance to adjust to him. He kept kissing her – her ear, cheek, neck, chin, lips, anything he could reach – until he felt her squirm, wiggling her hips beneath him, and then he couldn't have waited longer if he'd tried. He tightened his hand around hers and moved the one under her back up to cradle her head, then, with his mouth pressed against hers, he rolled his hips forward, pushing as far into her as he was probably going to get for a while. He felt her suck in a sharp breath, and when he opened his eyes hers were closed tightly and she might have been clenching her jaw just a little, but he couldn't help but be kinda relieved because at least there were no tears. 'Cause he was 117% sure that if there'd been tears, he'dve been out of her and holding her in his lap in .7 seconds or less. "Still good?" he whispered against her lips.

Rachel pulled back as far as she could so that she could see him and so that he could, in turn, see her. "Perfect." She slid the hand not still tangled with Noah's, the one that had been gripping his bicep as he moved over and inside her, up his arm and across the back of his shoulders to hold his body against hers. "It feels – _you _feel perfect."

"God, Rachel," he growled as he pulled out slowly, stopping when just the tip was still inside her, then pushed even more slowly back in. "So wet. So tight, baby, fuck." As he pushed into her, he saw her flinch a little, but her eyes stayed open and she was smiling up at him even as he continued to move, still more slowly than he would have thought possible.

"Noah?" Puck had buried his face in Rachel's neck as he continued to push into her, inhaling her scent and kind of letting himself get caught up in being surrounded by her, but he pulled back to look at her when she called his name.

"Yeah baby?" His voice was low, quiet and almost reverent, as he pulled his hand from hers and brushed her bangs off her forehead and away from her eyes then let his hand drop to her shoulder.

Rachel let her eyes flutter closed for a second, because her senses were already overwhelmed by the nearly intoxicating smell of _Noah_, and the sound of his heavy breaths and low moans in her ear, and then, of course, the feeling of him moving in and almost out of her. And then his fingers were moving on her neck and shoulder and it was almost too much to handle. After a moment she caught her breath, and when she opened her eyes again, he was lowering his head to drop soft kisses over her collarbone, so she dropped her head back as far as she could, opening herself up to him. "Could you," she closed her eyes again when she felt Noah's tongue dip into the hollow of her throat, "can you," her hand gripped his shoulder when his teeth scraped across her skin, "go faster? Please Noah, faster." Both of her legs came up to wind around his waist, pushing him just a little deeper inside her.

Puck bit down on Rachel's shoulder a little harder than he meant to, but _shit_, she's breathin' heavy and scratching her nails over his back and, holy fuck, then she's wrapping her legs around his waist and pushing him deeper than he even thought he'd be able to go so soon and asking him to go faster. Not exactly something he could (or would want to) say no to. He buried his hand a little deeper in her hair and darted his tongue out to soothe the spot on her shoulder he had just bitten and moved his hips faster, picking up speed until he had reached a steady pace that almost had him seeing stars. And he would have worried about hurting her, except her head was still thrown back and she was breathing with these airy little pants, so he was pretty sure pain wasn't an issue anymore. "Oh. My," he growled into her chest, "Rachel, God," he moaned when her heel dug into his ass, "shit baby. Yeah, perfect. So fucking perfect. God you're so good." And _shit _there was more to it than that, but his brain was quickly shutting down 'cause all he could feel was _Rachel _and _wet _and _tight_, and even if he didn't get the other part out, it was still true is it was. "So good." He tried again, his teeth ground together and his hand holding onto her shoulder for dear life as he slid into her again and heard her breath come out as a moan. "With words." There. Finally. Shit.

He felt Rachel's chest vibrate when she giggled, then felt her hand fly off his back, and when he pulled away to look at her, she was staring up at him with wide eyes and her hand clapped over her mouth. "You know," he grinned as he lowered his mouth to her ear, "it's okay for sex to be fun." He ran his tongue from her earlobe up over the outside of her ear. Rachel giggled again, harder, and he felt her tighten even more around him and for a second, he could swear he might've blacked out. He opened his mouth to say something, then stopped, because you don't tell a girl you love her for the first time when you're inside her, at least not if you really meant it. And he did. Mean it, that is. So instead he occupied his mouth kissing hers again, because as far as he was concerned, it'd been far too long since the last time he tasted her. Besides, he'd have plenty of chances to tell her later, and she'd know it wasn't just because she was practically fucking him breathless. (And now he had living proof that lack of experience didn't have to mean shit, 'cause this right here? Best he'd ever had.)

Noah started to slide his hand off her shoulder, and Rachel instinctively moved her own hand to his back as his skimmed over her breast for just a second before moving lower. "Noah, I -," she lost her train of thought for a second when his tongue trailed down the front of her throat, "It's the first time. I probably won't, I don't think I'll," she was sure she'd never been so inarticulate in her life, and also sure that she'd never cared less, "I mean, you don't have to -,"

"Come on Rach," he pushed himself up onto his elbow, "you know it ain't over till the hot lady sings." He smirked and wiggled his eyebrows as he looked down at her, "And you _know_ I know how to make you sing."

Rachel let out a long, high-pitched sigh when Noah's hand slid down to just above where his body met hers, the pad of his middle finger rubbing circles over her clit. "See?" She opened her eyes just enough to see him still hovering over her, watching her as he played her body as well as he played his guitar. She had to smile at the self-satisfied smirk he wore. Yes, he certainly knew how to make her sing, as he liked to put it.

"Noah, that's," she breathed deeply, heavily, "that's so, OH!" Her nails dug into his skin, leaving a mark, she was sure, as her hands traveled down his back because she just couldn't resist the urge to push him into her, because she'd asked him to go faster, but now what she really needed was for him to go _harder_. "Yes, Noah, that's, just like that."

Puck was really fuckin' thankful for the sting he felt when Rachel scratched her nails down his back, because if it hadn't been for that, he just might have lost it right then, and his girl wasn't there yet and that just was not cool. He just needed time, just a little more time, and he knew he'd have her piercin' his eardrums in the best possible way – and then he flicked his finger over her clit and he could feel how tight she was getting, and she was pressing her legs so hard around his waist that he thought she might end up with bruises from his hipbones, and he knew what all that meant. "Come on baby. I know you want it. Just let go Rach. Let go for me, baby."

Rachel did not expect to climax her first time. That's just not the way it usually worked. But she should have known better than to expect her first time, her and Noah's first time, to be 'usual.' Because this was Noah Puckerman she was dealing with, and on top of being a self-proclaimed badass and sex shark (and she'd certainly had reason for a while now to have faith in every ounce of his bravado, in fact, she sometimes wondered if maybe he hadn't been selling himself short all that time), she was pretty sure she was in love with him. That second reason alone was probably enough to change everything, she knew. Whatever the reason was, she was lying under Noah as he stared down at her, an expression she recognized as both determination and awe on his face, as he moved inside her and worked his fingers over her and she couldn't deny the burning tightness that was building low in her belly. She was vaguely aware of him talking to her, encouraging her, as her body tuned out everything except the feeling growing deep inside her. Then suddenly, he was pressing down on her just a little harder and pushing into her just a little faster, and something inside her snapped and the whole world just kind of exploded around her. "Noah! Noah, yes!" For a moment, Rachel was positive that she lost control of her body, because her head whipped from side to side and her hands gripped Noah's butt until somewhere in the back of her mind she worried that she was going to draw blood. And this was nowhere near the first time he had brought her to climax, but it was by far the most intense, most _wonderful_ thing she had ever felt.

Puck didn't know if he'd managed to make Rachel come just in time, or if her getting off around him like that was what pushed him over the edge, but either way, as soon as her walls started to flutter around him, he was done. He barely managed to hold himself up over her on shaking arms as his thrusts lost their rhythm and he came inside her, grunting out her name as she cried his.

Rachel looped her arms lazily over Noah's back as he collapsed onto her and buried his face in her hair. She smiled and brought one hand up to comb through his mohawk when he kissed her shoulder before turning to nuzzle his nose against her cheek and wrapping his arms around her waist. "At the risk of sounding redundant," she started quietly, "that was perfect."

"Mmhmm," was all he could manage to respond, and Rachel had to laugh.

"Noah," she smiled when his arms tightened around her, "Noah, as lovely as this is, we can't stay here like this. We have to get up and get dressed."

"No," he grumbled when Rachel tried to wiggle out of his grasp, "mine."

"While that is a very sweet, albeit somewhat barbaric sentiment, and while I would love nothing more than to continue to lay here with you, we should at least have a few more layers of clothing between us as we do so, considering my dads should be home shortly." At the mention of her dads, Noah was jumping off her to stand in front of the couch, looking positively panicked.

"Shit. Clothes. Dammit, where the fuck are my pants?"

"Noah," Rachel sat up and reached for his hand. "Noah," she tugged and waited until he stopped spinning in frantic circles and looked down at her, "all of your clothes are right there on the coffee table, along with mine." She bent to retrieve his wallet from the floor where she had thrown it before. "Here's your wallet. Now go up to my bathroom and clean yourself up. You can dispose of the condom in there."

Puck finally got his shit together, because it was whack that Rachel was the one having to calm his ass down. (And speaking of his ass, he was pretty sure it was currently sporting one really hot set of marks from Rachel's nails. Nice.) "Rach, I'm not just gonna leave you down here alone."

"Your chivalry is greatly appreciated Noah, but not necessary. I'm sure we have plenty of time before they get home anyway, but just in case we don't, we both know it would be better if I'm the one down here to greet them. I'll just step into their bathroom and make myself presentable, and if they ask I can say you went upstairs because you weren't comfortable using their bathroom." She stood and ran her hand over his cheek when she saw that he still looked worried. "I promise, Noah," she pushed up onto her toes to peck his lips, "it will be fine. They won't get home before we get ourselves cleaned up, as long as you get going." He nodded reluctantly and Rachel watched him head toward the stairs.

For Puck, getting himself 'cleaned up' after had pretty much always meant getting the hell out of Dodge and going home for a nice, long shower. But that was before Rachel. With Rachel, he had no desire to run out and leave her alone. So, he did like she told him to; he went up to her bathroom, grabbed a washcloth, disposed of the condom while he waited for the water in the sink to warm up, and then cleaned himself up (throwing a little cold water on his face afterward for good measure) before pulling his clothes back on. And he was actually really, really happy to be staying. Until he got back downstairs. Because when he rounded the corner to the living room, he saw Rachel, also once again fully clothed and cleaned up, standing in front of the couch, practically studying it, with her arms wrapped tightly around herself. He could only see one side of her face, but she certainly didn't look happy. "Hey babe," he cleared his throat and ran his palms down his jeans before stuffing his hands into his back pockets, "you, uh, you alright?"

Rachel jumped a little then spun when Noah spoke to her, startled by his voice. "Noah," she could hear the shakiness of her own voice and she tightened her arms around herself, "we just had sex on my fathers' couch!"

It was a night for firsts, and so far, they had all been _awesome_, but that knot in Puck's stomach, _not _a first he could say he was happy about. "Yeah," he said slowly, taking a couple cautious steps into the room, "and just so we're clear, the part you're upset about is …"

"Noah!" She sounded absolutely scandalized. "We did it on. Their. _Couch!_"

Puck blew out the breath he had been holding since he found Rachel staring at the spot where he'd just taken her virginity. "Babe," he spoke soothingly as he made his way across the room to her to run his hands up and down her arms, "I'm not gonna lie, I always figured when you were ready you'd let me know and then I'd plan this big epic thing with candles and shit 'cause, I mean, that's not exactly my thing, but I'd do the romance shit for you 'cause you deserve that." He watched her open her mouth and shook his head to stop her, squeezing his hands a little around her wrists. "And I know it's probably killing you inside that you broke your 'World's Best Daughter' streak by havin' sex with me right here on the same spot where you have Musical Mondays with the Daddies Berry. But – hey, look at me," he tipped her chin up when she dropped it to her chest, "first off, your dads never gotta know anything. Trust me, I'd really prefer it that way. This doesn't make you a bad daughter, okay?" He pulled her forward and kissed the top of her head when she gave him a small nod. "And as far as the other stuff goes, baby, if that's what you want," he dropped his hands to the small of her back and rubbed small circles as she wrapped her own arms around his waist, "then ya know, we can do like, a do-over or whatever." Puck felt her shaking her head across his chest. "Seriously babe. I'll come over when your dads are gone, or you can come by my place, or, hell, I'll rent a hotel room if I have to. I'll do candles, flowers, sappy music, the whole nine if that's what you want. Hell, we can even, like," he dropped his voice and nearly mumbled the next part, "keep it, ya know, pg until then. If we have to. If that's what you want, to make it, ya know, special."

Rachel pressed a kiss to Noah's chest over his shirt. She wondered at least once a week (_ok, usually once a day_) how she had gone from being the school freak to having, hands down, the best – and undoubtedly hottest, most badass – possible boyfriend she could even think of asking for. Really. A few months earlier, she viewed Noah (_no, not Noah, __**Puck**_) as a friend, but also as someone who had frequent and often indiscriminate sex purely for the physical payoff. (The fact that her stomach twisted every time she watched him flirt with a Cheerio was something she had chosen to ignore at the time.) But the man holding her, comforting her, in the middle of her living room was the complete opposite of that perception. She had just had sex with him, given her virginity to him, and not only was he still there, but his only concern seemed to be that she was comfortable, happy, with it all. The sacrifices he was willing to make for her were quite amazing. "No, Noah. That's – that's not necessary. I couldn't ask for anything more special. And you're right," she rolled her eyes when she felt Noah pull away to look down at her, "about the couch. I know you are. It's just, I'll never be able to look Dad or Daddy in the eye when they are sitting on that couch ever again."

A few minutes later, Puck and Rachel were curled on the couch once more watching tv and waiting for Rachel's dads to get home, both hoping they wouldn't walk in and instantly know that Puck had just deflowered daddies' little girl. "Rachel," he ran his hand through her hair and she snuggled tighter against him, settling her head against his chest and wrapping her arms around his waist. "I just want you to know baby, that was …" he trailed off, not sure how to finish.

"Perfect?" She tilted her head up and smiled at him.

"Yeah. Perfect." He leaned down to kiss her softly on the lips, burying his hand in her hair and running his fingers over her scalp.

"I thought we already established that, Noah. Along with the fact that you should leave the words to me." Rachel giggled when Noah tugged sharply on a lock of her hair.

"Yeah. We did. But I just wanted to say it again. And make sure that you know that I don't just mean, ya know, physically. Like, it _was_, it was the best fuckin' thing I've ever felt, but you know it was more than that, right? It was more cause it was you."

Rachel closed her eyes and inhaled deeply, breathing in the scent of pure _Noah_ that surrounded her when her head was buried in his chest as it was. There was quite a lump in her throat, and she knew how silly she would sound if she cried right then, so she only nodded her head against him. After a few moments, when she'd collected herself, she told him, "It was the best thing I've ever felt too Noah, in every possible way."

"Hey," Rachel started several minutes later during a commercial break, once they had both calmed down considerably and were no longer jumping at every little sound, "do you think it's too late to get Santana a Christmas gift?"

"The fuck?" Puck grabbed Rachel's shoulder and pulled her away from him so he could stare down at her, shocked and confused as all hell by that question.

Rachel only shrugged. "She's just a really good friend."


End file.
